Category: PublicRelationsPro

PublicRelationsPro

How You Can Create An Effective Digital PR Plan

Once upon a time, it was enough to get any mention at all of your business in the media. With traditional PR, marketers were looking for mentions in relevant print publications, on television, radio, and anywhere else they could get coverage for their brand.

While that’s still true today, with the advent of the internet, marketers need to add digital PR to their marketing mix.

You need to know what’s being said about your brand online, but more than that, you need to be able to shape what’s said.

Before you can do that, however, you need to have a plan.

1) What are your objectives?

Before you start creating any content, you need to decide on your objectives. You can’t meet your goals unless you know what they are.

With digital PR, you might be aiming to build your brand recognition. You might want to build trust and be seen as an expert in your field. Or your ideal outcome might be lead generation.

Whatever your objectives are, write them down. This will help to keep your plan on track. Every aspect of your plan should be targeted at achieving your objectives. If it doesn’t, it shouldn’t be in there.

2) Know your audience

As well as creating buyer personas and doing customer research, you’ll also need to use social listening. You can use your google calendar or one of your other calendars to set up a schedule to read social posts from your target audience. This must be something that you make yourself do consistently so it’s important to schedule this time.

Dig deep into who your customers are, their demographics, what they want, and what their pain points are. Without clear buyer personas, it’s hard to create the right content that will create the impression you want. And it’s nigh on impossible to reach your objectives.

With social listening, you can not only see who your customers are, but you can listen, practically in real-time, to what they’re saying. You’ll find out about what they like and dislike about your brand, and what they think you should be doing. You’ll hear the negative with the positive, but it’s all good information.

3) Understand your target media

Just as you need to understand your audience, you need to understand where you’re posting content and what they want to see. You can’t ignore submission guidelines, the tone of the publication, and what sort of content they want.

Do a deep dive into every website, podcast, and publication you want to reach, before you approach them.

4) Create a plan for your PR

Take what you’ve learned above and set out a plan for your digital PR. Work out when you’re going to target particular publications, how you’re going to approach them, and what you’re going to say.

Create a content calendar for at least three months ahead so that you’re not starting every day wondering what you’re going to create.

5) Create great content

Go to town on your content and create value for the publications you’re targeting. Of course, it’s about you to an extent, but it’s also about what they want and what their audience wants. You can start a webinar series that is followed up with great blog content that journalists can source. This will increase your chances of getting PR pickup when you pitch writers.

The idea is to create a long-term relationship where you are known for providing expertise and value.

6) Measure your results

Keep returning to your objectives and set KPIs to ensure you’re doing what you set out to do. Don’t get off track and keep measuring and ensuring success.

Finally, keep building on your success. Digital PR isn’t a one-and-done effort. You’ll spend a lot of time building your reputation and your brand.

But all that effort will be worth it when your name’s in lights and your online reputation is rock solid.

June 20, 2022
How To Get PR For Your Tech Startup

PR is the most cost-effective strategy for an early-stage tech startup.

Press placements have 6x the visibility and 3x the credibility of an advertisement of the same size or length.

Hence, PR means more brand awareness and new customers.

The significance of PR cannot be underestimated, especially when the tech industry is witnessing fierce competition post-pandemic and showing exponential growth with an estimated CAGR of 5% through 2024.

However, getting PR for a startup tech company is challenging if you are not aware of the strategies to impress editors.

This article will help you understand what PR is, the advantages of PR, and share some of the best tips to acquire great PR for your startup.

Let’s begin!

What is PR?

PR stands for public relations which is the strategic communication by the company to the public to educate the consumers about new product launches or features.

PR has the ability to build your brand’s credibility that your consumers can trust because it is also driven by factual reviews and opinions by third-party.

Why PR Is Essential For Startups?

Here are some solid reasons why PR is essential for startups:

1- Increases Credibility

PR has the ability to build your brand’s credibility that your consumers can trust because it is driven by factual reviews and opinions by third-party. Therefore, PR content are considered unbiased and genuine.

Also, when a third-party writes or speaks positively about your brand, they endorse your company’s expertise and leadership, which makes content more valuable.

As a result, consumers show interest in engaging with such content and get into conversation, which further helps the brand boost their credibility.

2- Positions Your Brand as a Category Leader

PR content pieces demonstrate your expertise and specialization in the form of news, which adds unique touch and value to your content.

They explain how you are different from the rest of your competitors in the market and why someone should choose your company.

It helps separate your company from your competitors in a positive way and position your brand self as an expert in your field.

3- Boosts Lead Generation

Well-planned PR strategies comprise the right messages and convincing call-to-action.

They work together to make your brand more discoverable and attract more leads while developing your company’s credibility and reputation in the market.

4- Attracts Investors

PR can also overcome the most challenging part of funding a startup.

A masterful PR campaign ensures you get plenty of buzz and get your company introduced to potential investors.

PR content creators also leverage the power of your past investors to encourage new investors to support your company.

Since PR is an effective means of getting publicity, it helps you to attract the attention of investors looking for the next promising startup to back.

Tips To Acquire PR For Your Startup

Here are some proven tips you can use to acquire PR for your startup:

1- Find Journalists Who Cover Your Niche

Look for journalists who write for businesses in your industry.

Experienced and niche-expert journalists will provide you with press content that is industry-specialized and explain your business well. Plus, they will get you faster press coverage through the right channels.

2- Pitch A Story

Instead of simply asking a journalist to write about your business, pitch a story.

Stories catch attention and create an emotional connection. Also, PR is mostly about a story. Therefore, it is essential to learn the art of pitching a story. Take a look at these pitch email examples and learn how to approach journalists with your story.

You can start with sharing your company’s mission or an innovative vision that revolves around the reason or purpose of launching your product or services. Moreover, the purpose should be intended to help others. Remember to avoid any sales pitch to avoid boredom.

3- Share Quality Content Consistently

Journalists look for the reputation or the market presence of a company before accepting PR requests or writing about them.

Hence, develop an online presence by sharing ongoing changes in your company and information-packed content consistently through social media channels or your own website.

This way editors will find your company’s information newsworthy and get a reason to write about you.

4- Follow-Up Emails Wisely

Follow-up emails are highly effective in landing responses that you missed out in the first round.

When you send your first mail, wait for a few days before following up. It is a good idea to have a tool to track email activity so that you get a notification if the recipient opens your email.

If you do not receive any response even after the recipient opens your email, send a follow-up mail with more information.

It is recommended to follow up at least three times for each contact.

Several Examples of PR

Let us check out the best examples of PR that tech startups can learn from:

1- Happsy

Happsy is an organic mattress manufacturer that planned to utilize a press release to announce its launch but with a twist.

Instead of simply announcing their product launch, they found an angle to hook a vast audience and leverage product pricing as their USP.

Here is a press release with the heading containing the words accessible to everyone to get the attention of the journalists.

Since organic products are usually expensive, the press release hit the journalists’ and audiences’ attention by presenting Happsy organic mattresses’ affordability as an USP in the news.

2- Gerber

Gerber, a brand for early child nutrition experts, released news that narrated a well-rounded story. It was touching, had a compelling image, and had feel-good quotes from key players.

The story not only left the readers satisfied but also made them look forward to more. Plus, the narrative prompted journalists to cover follow-up stories.

3- Gojo

This press release by Gojo immediately grabbed news reporters’ attention because the news covered the story of donating 16,000 liters of hand sanitizer to local hospitals.

The news spreads the message that everyone should care about society during adverse conditions.

In Summary

Reputation is one of the primary pillars for any successful tech company. This is true for every company, no matter the size or industry.

While it is possible for a tech startup to operate a business with little or no PR efforts, it is unlikely that the company will ever succeed in the industry or key markets.

Using the above tips and examples, tech companies can actively engage in highly effective PR and capture the attention of customers and prospects.

May 28, 2022
Managing a Public Relations Crisis in Your Organization

The Merriam-Webster dictionary defines “crisis” as “an unstable or crucial time or state of affairs in which a decisive change is impending…especially one with the distinct possibility of a highly undesirable outcome.”

A crisis is by definition acute, if not necessarily sudden or unexpected. We don’t always have the luxury of preparing for a specific crisis. Nor can we choose the time or place in which to face it.

What we can do is anticipate the possibility that particular types of crises will occur, grade their likelihood, and proactively develop management and response frameworks. Whether the crisis is a data release of unknown origin, such as befell Asiaciti Trust and at least a dozen other financial and legal services providers in 2021, or a supply chain issue like the recent Suez blockage that delays deliveries and sends customers fleeing, prior planning can make the difference between minimal disruption and catastrophe.

If you’re concerned about what a future public relations crisis could mean for your organization, the time to prepare is now. Use these crisis management strategies to overcome the odds.

1. Gather the Facts, Quietly

First, know what you’re dealing with. Assign trusted stakeholders to investigate the incident — whatever form it takes, whether a politically incorrect faux pas or a business accident that totaled a car or caused injuries — and provide frequent updates to company leadership. Use this information to customize your crisis response plan.

2. Assign Crisis Response Roles (Have Your Team in Place)

For a crisis management effort to find success, everyone involved needs to own part of the response. If you haven’t already done so, develop a “crisis org chart” that covers every role you anticipate needing to fill during and after an acute incident. You need to have your crisis response team in place before you really need it.

This team might look different than your “regular” team — that’s the whole point of the special org chart. You’ll have more roles focused on communication and investigation than during normal times, and you’ll likely draw in external stakeholders (such as PR professionals) as temporary additions to your core team.

3. Have Channels for Frequent Internal Communication — And Use Them

Internal and external communications channels should remain separate even in the best of times. In the worst of times, they need to be completely firewalled.

The experience of companies as diverse as Asiaciti Trust and MGM International shows the importance of frequent, forthright internal communication. All stakeholders need to be on the same page, and working off the same sets of facts, during the acute phase of a PR push. At the same time, external communication takes a back burner — or is perhaps put on ice entirely — until the time is right to go public.

4. Define Metrics for Success

How do you know if your crisis management plan is working?

It helps to have objective metrics for success. These should cover a mix of internal and external issues: media coverage, message response times, investigative progress, and more. They’ll need to be customized to the particular crisis you’re facing as well.

5. Know When the Crisis Is Over and Have a Plan to Return to Business As Usual

It’s not healthy for an enterprise to remain in “crisis mode” forever. Your crisis org chart is meant to be temporary. Every day it’s in effect is a day you’re not attending to critical issues not related to the crisis at hand. And no, those issues won’t wait.

Your crisis measurement scheme, then, needs to “know” when it’s time to sound the all-clear, even if you’re still mopping things up. That might take the form of a points system based off your success metrics or a trigger in some key metric. What matters is that it’s objective and not up for debate.

6. Don’t Lose Sight of Your Stakeholders

During a public relations crisis, the temptation to clear the air is overwhelming. Unfortunately, this isn’t always possible, or at least not to the extent one might wish. Whatever short-term benefit comes from revealing privileged information about the crisis pales in comparison to the loss of trust that may follow.

In other words, discretion is an important part of crisis management. In their responses to the recent data intrusion, Asiaciti Trust and Fidelity Corporate Services Limited both stressed that client confidentiality and an ongoing legal investigation precluded more fulsome disclosure of privileged information. Your organization must do the same — arguing for patience even as the public clamors for more.

The Next Crisis Is Around the Corner

The data incident that affected Asiaciti Trust, Fidelity Corporate Services Limited, and a dozen other service providers was not the first of its kind. Nor will it be the last.

Preparation can’t prevent such crises. But it can turn the odds in favor of those affected and transform adversity into opportunity.

March 18, 2022
Facebook Oversight Board Open to Other Platforms Joining

The Facebook Oversight Board has a nearly impossible task but, if it succeeds, it’s open to other platforms joining its efforts.

The Facebook Oversight Board has been called Facebook’s “Supreme Court” by Mark Zuckerberg. As such, the Oversight Board deals with Facebook’s most challenging issues, reviewing various content moderation decisions to see if the action taken was warranted. The decisions include the upcoming review of Facebook’s decision to ban Donald Trump’s account.

The Oversight Board has its sights set higher, including the possibility of serving in that capacity for other platforms. In a conversation hosted by the Carnegie Endowment, via TechCrunch, former Prime Minister of Denmark Helle Thorning-Schmidt and current Oversight Board co-chair outlined the possibility.

If the project is a success “other platforms and other tech companies are more than welcome to join and be part of the oversight that we will be able to provide,” said Thorning-Schmidt.

It remains to be seen if the Oversight Board will succeed and, even if it does, other companies may be hesitant to trust their moderation to a Facebook entity. Newly introduced legislation to reform Section 230 could also impact the Oversight Board’s long-term duties.

February 11, 2021
Apple Will Eventually Fall Apart If It Doesn’t Back Down

“I think taking 30 percent from app developers is egregious,” says Alex Kantrowitz, publisher of the Big Technology newsletter. “It feels like protection money to me. As long as the company continues to rely on other people’s money to make its bottom line it’s going to turn slodgy, slow, bureaucratic, and I think it will eventually fall apart. Apple should back down because rent collecting is bad for its business long term.”

Alex Kantrowitz, founder and publisher of Big Technology, believes that Apple should back down in its battle with developers like Epic Games because it is bad for their brand and could lead to epic failure for Apple in the long term:

Epic Had Public Relations Campaign Ready To Go

I don’t think it’s any accident that Epic went right after Apple’s brand which Apple has worked very hard to cultivate. Apple is a luxury product. What Epic is doing is trying to make this a battle for Apple where it says, do you want 30 percent of our revenue in the app store? Now you have to go from a company that everybody looks up to to a company that owns what it does, which is rent collects on the app store and takes 30 percent of our revenue.

That’s why Epic has had this public relations campaign ready to go. It’s why it spoke about Apple’s history in the lawsuit. It’s why this was so planned, one move after the other, to show the public that this is actually what Apple is. If Apple is going to take our money they better own what they’re doing.

Apple Taking 30 Percent From Developers Is Egregious

What do developers get from the 30 percent that they pay Apple in terms of the revenue that they hand over to stay on the app store? They get the right to exist, that’s one thing. They get quick payments, that’s another. What else are they getting and is that amount of money actually worth it? Would they be paying anybody else that amount of money unless that other person had a monopoly?

I don’t think it is worth it. I think 30 percent is egregious. It feels like protection money to me. Maybe we get somewhere in the 10 -15 percent range, that seems like the right amount for a developer to pay to Apple because Apple does provide some value. But the number right now is just totally out of whack and it exists because Apple has a monopoly on that store. It’s good that we are seeing somebody challenge what Apple’s doing.

Apple Is The Only Show In Town For Developers

Apple is basically the only show in town. If you don’t like what’s going on inside Walmart you go to your neighborhood store. If you don’t like what’s going inside the Apple app store where are you going to go? Maybe you can go to Google but Google is doing the same exact thing. I do think that Apple should definitely charge developers for what they’re getting.

The question is do developers have any wiggle room so that they can have an opportunity to negotiate with a company like Apple? What Epic is showing is that is not really the case. This is how markets (should) work. You want to have the ability for the supplier and the demander to figure out a price that makes sense versus the supplier just setting the price and your sort of out of the market otherwise.

Apple Will Eventually Fall Apart If It Doesn’t Back Down

Apple should back down because rent collecting is bad for its business long term. You have to decide as a business, do you want to make your money milking your asset or do you want to make your money innovating into the future? Right now Apple has decided that it wants to be a rent collector. It’s worked out fine under Tim Cook, I won’t deny that. If you think about Apples’ long term sustainability does it want to build a culture where it’s business is taking a fee off of other people’s businesses or does it want to force itself to invent its way into the future?

If I’m Apple I’m thinking long term. I want to have a more inventive culture, not a more asset milking culture. As long as the company continues to rely on other people’s money to make its bottom line it’s going to turn slodgy, slow, bureaucratic, and I think it will eventually fall apart. If I’m Apple, the case right here is to back down and think about where I’m going in the long term and it should be in an inventive way and not a rent seeking way.

Alex Kantrowitz of Big Technology: Apple Will Eventually Fall Apart If It Doesn’t Back Down

August 14, 2020
Walmart Challenges Amazon, Launches Grocery Line With Jet.com

Walmart’s competition with Amazon has just reached new levels, with the former looking to cut into a bigger piece of the millennial pie.

Millennials aren’t exactly Walmart’s demographic, as its scant number of stores in urban areas attest. But the company’s acquisition of Jet.com might change all that. The website is set to launch Uniquely J, a high-end brand of home and grocery items like coffee, detergent, olive oil, paper towels and other merchandise for the household. The brand is aiming to cater to city-based millennials, a demographic with a penchant for buying exclusive products online and a group that Walmart doesn’t really reach.

Walmart’s https://t.co/8CC2tAdhaY is launching its own grocery brand to take on Amazon https://t.co/z2k5MCCUhm pic.twitter.com/7FHeYVtTIQ

— Fortune (@FortuneMagazine) September 29, 2017

Meredith Klein, Jet.com’s public relations director, explained that everything about Uniquely J’s products– from the quality ingredients, bold packaging, and fun label copy– were designed and developed with the express goal of attracting and serving the millennial consumers from metro areas.

Walmart is hoping the introduction of Uniquely J will help it narrow down Amazon’s lead with millennials, particularly now that Jeff Bezos acquired Whole Foods Market for a whopping $13.7 billion. The company’s private label– 365 By Whole Foods Market– is expected to expand further now that it’s under Amazon.

This is why Walmart’s decision to push Uniquely J isn’t really surprising, especially if the company wants to make inroads in the demographic that Amazon has a strong grip on. There’s also no denying that private brands can bring in higher profit margins since the company would have sourcing control.

Bringing in Jet.com and launching Uniquely J is also a good way for Walmart to show that it can also be known for its high quality products, as well as its low prices. After all, the retail discount giant has had issues about the state of its products before.

Jet.com will reportedly include deluxe brands like Modcloth and Bonobos in its product line. It’s also been reported that Uniquely J will have “better quality than many of the national name brands.” And if those brands do well, the Uniquely J product line might eventually find its way to Walmart stores.

Consumers can expect to see Walmart pushing its boundaries further as it explores and experiments with ways to win a greater share of the grocery industry. Aside from launching Uniquely J, the company is reportedly conducting trials in Silicon Valley by having staff from the Deliv company bring groceries to customers who are away from home.

[Featured image via Jet.com]

October 2, 2017
Social Media Pulse Model Predicts Tweet Explosions

“When you notice patterns over time, you have a suspicion that there’s an underlying reason why they happen — and maybe we can encode that in a model so that with just a little bit of data we can predict what will happen,” noted Josh Montague. Montague and Scott Hendrickson, another Data Scientist at Twitter, created what they call “The Social Media Pulse” which is a model that can predict twitter explosions of tweets when big events happen.

From their report…

In the digitally connected world, social media platforms are often the primary means by which people share their observations and perspectives during significant events. Such platforms present low-friction ways to share their point-of-view experiences, whether in simple text or visual media (photos, videos, gifs, etc.). Because of this ease of sharing, the aggregate data produced by the platform’s users is a rich source of insight into broad, cultural behavior. At times, we can even observe the ways by which these behaviors manifest in platform-specific patterns. Given enough data that displays these patterns, we can begin to develop models based on them.

An analyst can be prepared to produce both descriptive and predictive results based on observed data by empowering them with models that describe the users and the users’ responses to events. Obtaining a model representation of the data enables the analyst to compare parameters across multiple events (e.g., time scales, coefficient magnitudes); or, for a single event, one could compare similar parameters across multiple social platforms. Such a model could also be a component of broader trend- or event-detection methods, potentially assisting the analyst in handling real-time news media or public relations.

Their model looks at 3 types of events that can explode on Twitter; Expected Events, Unexpected Network Spread Events and Unexpected Social Media Pulse Events. “With a Social Media Pulse model applied to observed data, one can calculate relevant metrics like an estimated time to the Pulse peak, or total expected Tweet volume,” noted Cassie Stewart, who is in Data Process Marketing at Twitter, in a blog announcement. “The Social Media Pulse model can take on a range of similar shapes, as shown in the figure below that compares three different earthquakes. The resulting fits can then be compared across multiple events to draw comparisons.”

“This model is just a start, but with it we have an opportunity to look for, and compare patterns observed on the platform,” says Stewart. “Through the use of analyses like these you can gain quantitative insights into real-time, real-world events, to better quantify the observations and conclusions made from social data streams.”

The team has released code details with examples to encourage developers to incorporate their model into third party applications. (PDF Download and GitHub Repository)

December 1, 2016
American Airlines Pilots “Tired Of Apologizing To Our Customers”

American Airlines has had difficulty in recent history that stems from the merger with US Airways.

If you’ve flown American Airlines recently, you might have experienced or heard tales of delayed and cancelled flights and other frustrating circumstances.

Travelers’ word of mouth has quickly given rise to a new and terrible reputation for American Airlines. I was in an airport twice over the last 12 months, both times announcements for cancelled American Airlines flights came over the speaker.

American Airlines pilots, for another group, are fed up with management.

Can’t keep our beaks shut! We’re flying #LAX to #HongKong starting this September. Learn more with the link in our bio. — #BestInLAX #HKG #LosAngeles #LA #HK #NewRoute #TravelTuesday #Wanderlust #Travel #TravelGram #SeeTheWorld #AmericanAirlines

A photo posted by American Airlines (@americanair) on Mar 8, 2016 at 2:37pm PST

It seems, despite the merger, management is clinging to their old ways and public relations are not improving.

American Airlines pilots of the Allied Pilots Association wrote a brutal letter to Doug Parker, the Chairman and CEO of the airline.

Why is flying @americanairlines always a nightmare? Machines don't work in Toronto, slow service. Just missed flight after someone cut line

— Dave Voyles (@DaveVoyles) February 29, 2016

In the letter, American Airlines pilots wrote, “The pilots of American Airlines will not remain silent as we witness the rebirth of the toxic culture we fought so hard to eradicate.”

The union went on to call out American Airlines management of using “old school, rules-based management” and “cut-throat and heartless operating methods.”

12 hours of standby due to @americanairlines errors almost made us turn to the Dark Side. Finally #Vegas bound! #deathstar @USASevensRugby

— StarsRugby7s (@StarsRugby7s) February 28, 2016

The pilots of American Airlines call thier company’s operations “embarrassing” and say they are “tired of apologizing to passengers.”

How I remain calm when @americanairlines has screwed up yet another trip. pic.twitter.com/GojtXyIJvm

— Reverend Chicagodom (@RevChicagodom) February 26, 2016

If you could fly anywhere right now, where would it be? #TGIFlyday #TGIF #Tails #AmericanAirlines #Travel #TravelGram #Wanderlust #igtravel #instatravel #FridayFlight #PlaneSpotters #Ramp #AA #

A photo posted by American Airlines (@americanair) on Mar 4, 2016 at 12:04pm PST

At the conclusion, American Airlines pilots make some demands from Parker.

They include “stopping the contractual/legal abuses by the company, effective implementation of contractual provisions agreed to in the joint collective bargaining agreement and effecting/facilitating lasting and durable cultural change.”

Not a fun way to start ur morning….flight cancelled without any type of notification whatsoever…thanks @americanairlines

— Jeremy Maclin (@jmac___19) February 25, 2016

What do you think of the outrage expressed by American Airlines pilots?

Has your travel suffered at the hands of American Airlines?

March 9, 2016

Groupon’s ‘Stronger Than Expected’ Earnings Out

Groupon just reported its financials for Q4 with what the company calls “stronger than expected” results, including a record Black Friday and Cyber Monday period.

Revenue grew to $917.2 million from $883.2 million in the same quarter in 2014 (up 9% YoY). As the company notes, this is above guidance of $815-865 million and above consensus of $846 million.

Non-GAAP earnings per share was $0.04 in Q4 (above guidance of -$0.01 to $0.01) and consensus of $0.00.

In North America, the company saw its eighth consecutive quarter of double-digit growth. Billings grew 11% year-over-year while revenue grew 13% and units increased 12%. Active customers grew to 25.9 million and active deals increased to nearly 350,000 in North America. They added nearly 650,000 active customers in North America in Q4 – the most added in 5 quarters.

Worldwide, active customers grew 3% to 48.9 million while active deals grew 97% to about 650,000. This includes the addition of about 70,000 coupons.

Here’s the release in its entirety:

CHICAGO–(BUSINESS WIRE)– Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter and fiscal year ended December 31, 2015.

“2015 saw sustained progress toward our vision of making Groupon the daily habit in local commerce,” said CEO Rich Williams. “Following a stronger than expected fourth quarter, we enter 2016 with a continued focus on streamlining our global operations, reducing our reliance on low margin products in our shopping business and rekindling our customer acquisition efforts to set the stage for accelerated growth.”

Fourth Quarter 2015 Summary

Gross billings, which reflect the total dollar value of customer purchases of goods and services, was $1.71 billion in the fourth quarter 2015, compared with $1.72 billion in the fourth quarter 2014. Gross billings declined 1% globally, but grew 4% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America billings increased 11%, EMEA declined 2% and Rest of World declined 7%.

Revenue was $917.2 million in the fourth quarter 2015, compared with $883.2 million in the fourth quarter 2014. Revenue increased 4% globally, or 9% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America revenue increased 13%, EMEA increased 3% and Rest of World declined 8%.

Gross profit was $371.7 million in the fourth quarter 2015, compared with $378.1 million in the fourth quarter 2014. Gross profit declined 2% globally, but grew 4% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter.

Adjusted EBITDA, a non-GAAP financial measure, was $67.0 million in the fourth quarter 2015, compared with $92.9 millionin the fourth quarter 2014.

Net loss attributable to common stockholders was $46.5 million, or $0.08 per share. Non-GAAP earnings attributable to common stockholders was $23.3 million, or $0.04 per share.

Operating cash flow for the trailing twelve months ended December 31, 2015 was $292.1 million. Free cash flow, a non-GAAP financial measure, was $233.5 million in the fourth quarter 2015, bringing free cash flow for the trailing twelve months ended December 31, 2015 to $208.1 million.

Cash and cash equivalents as of December 31, 2015 was $853.4 million and we had no outstanding borrowings under our revolving credit facility.

Full Year 2015 Summary

Gross billings was $6.3 billion in 2015, compared with $6.2 billion in 2014. Gross billings was approximately flat, but grew 8% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the year. On this F/X neutral basis, North America billings increased 12%, EMEA increased 3% and Rest of World was approximately flat.

Revenue was $3.1 billion in 2015, compared with $3.0 billion in 2014. Revenue grew 3% globally, or 9% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the year. On this F/X neutral basis,North America revenue increased 12%, EMEA increased 7% and Rest of World declined 6%.

Gross profit was $1.4 billion in 2015, compared with $1.5 billion in 2014. Gross profit declined 5%, but grew 2% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the year.

Adjusted EBITDA was $256.8 million in 2015, compared with $262.3 million in 2014.

Net earnings attributable to common stockholders were $20.7 million, or $0.03 per share. Earnings per share includes $0.19from discontinued operations, which was driven by the gain on our sale of a controlling stake in Ticket Monster. Non-GAAP earnings attributable to common stockholders was $91.0 million, or $0.14 per share.

Definitions and reconciliations of all non-GAAP financial measures are included below in the section titled “Non-GAAP Financial Measures” and in the accompanying tables.

Highlights

Units: Global units, defined as vouchers and products sold before cancellations and refunds, were approximately flat year-over-year at 62 million for the fourth quarter 2015. North America units increased 12%, EMEA units declined 3% and Rest of World units declined 31%.

Active deals: At the end of the fourth quarter 2015, on average, active deals were approximately 650,000 globally, with nearly 350,000 in North America. Both include approximately 70,000 Coupons.

Active customers: Active customers, or customers that have purchased a voucher or product within the last twelve months, grew 3% year-over-year, to 48.9 million as of December 31, 2015, comprising 25.9 million in North America, 15.4 million in EMEA, and 7.6 million in Rest of World.

Customer spend: Fourth quarter 2015 trailing twelve month billings per average active customer was $130, compared with$137 in the fourth quarter 2014.

Share Repurchase

During the fourth quarter 2015, Groupon repurchased 35,326,954 shares of its Class A common stock for an aggregate purchase price of $112.5 million, as of December 31, 2015. Up to $156.8 million of Class A common stock remained available for repurchase under Groupon’s share repurchase program through August 2017. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the programs may be discontinued or suspended at any time.

Outlook

Groupon’s outlook for 2016 reflects current foreign exchange rates, as well as expected marketing investments, continued progress on increasing Shopping margins, and a reduction of our international footprint. We continue to expect revenue of between $2.75 and $3.05 billion for the full year, and we are increasing the company’s expected 2016 adjusted EBITDA range to between $80 million and $130 million. Moving forward, we are only providing annual Revenue and adjusted EBITDA guidance, which we will update quarterly.

Conference Call

A conference call will be webcast live today at 4:00 p.m. CST / 5:00 p.m. EST, and will be available on Groupon’s investor relations website at http://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company’s financial and operating results.

Groupon encourages investors to use its investor relations website as a way of easily finding information about the company.Groupon promptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings. Groupon uses its investor relations site (investor.groupon.com) and its blog (https://www.groupon.com/blog) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP net income attributable to common stockholders, non-GAAP earnings per share and free cash flow. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding Groupon’s current financial performance and its prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see ”Non-GAAP Reconciliation Schedules” and ”Supplemental Financial Information and Business Metrics” included in the tables accompanying this release.

We exclude the following items from one or more of our non-GAAP financial measures:

Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.

Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net is comprised of the change in the fair value of contingent consideration arrangements and external transaction costs related to business combinations, primarily consisting of legal and advisory fees. The composition of our contingent consideration arrangements and the impact of those arrangements on our operating results vary over time based on a number of factors, including the terms of our business combinations and the timing of those transactions. We exclude acquisition-related expense (benefit), net because we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and facilitate comparisons to our historical operating results.

Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.

Interest and Other Non-Operating Items. Interest and other non-operating items include: interest income, interest expense, gains and losses related to minority investments, and foreign currency gains and losses. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.

Items That Are Unusual in Nature or Infrequently Occurring. During the twelve months ended December 31, 2015, items that we believe to be unusual in nature or infrequently occurring were (a) charges related to our restructuring program, (b) the gain on our disposition of Groupon India, (c) the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and (d) the expense related to a significant increase in the contingent liability for our securities litigation matter. We exclude items that are unusual in nature or infrequently occurring because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical results.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Foreign exchange rate neutral operating results show our current period operating results as if foreign currency exchange rates had remained the same as those in effect in the prior-year period. We present foreign exchange rate neutral information to facilitate comparisons to our historical operating results.

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net and other items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

Non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share adjust our net income (loss) attributable to common stockholders and earnings (loss) per share to exclude the impact of:

stock-based compensation,

amortization of acquired intangible assets,

acquisition-related expense (benefit), net,

items that are unusual in nature or infrequently occurring,

non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative translation adjustments to earnings as a result of business dispositions or country exits,

non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings,

income (loss) from discontinued operations and

the income tax effect of those items.

We believe that excluding these items from our measures of non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events or are otherwise not indicative of the core operating performance of our ongoing business.

Free cash flow is a non-GAAP financial measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal-use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in Groupon’s cash balance for the applicable period.

Note on Forward-Looking Statements

The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The words ”may,” will,” should,” ”could,” ”expect,” anticipate,” ”believe,” ”estimate,” intend,” ”continue” and other similar expressions are intended to identify forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our strategy to grow our local marketplaces, marketing strategy and spend and the productivity of those marketing investments and the impact of our shift away from lower margin products in our Goods category; effectively dealing with challenges arising from our international operations, including fluctuations in currency exchange rates; retaining existing customers and adding new customers, including as we increase our marketing spend and shift away from lower margin products in our Goods category; retaining and adding high quality merchants; cyber security breaches; incurring expenses as we expand our business; competing successfully in our industry; maintaining favorable payment terms with our business partners; providing a strong mobile experience for our customers; delivery and routing of our emails; product liability claims; managing inventory and order fulfillment risks; integrating our technology platforms; litigation; managing refund risks; retaining, attracting and integrating members of our executive team; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; tax liabilities; tax legislation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; classification of our independent contractors; maintaining our information technology infrastructure; protecting our intellectual property; maintaining a strong brand; seasonality; customer and merchant fraud; payment-related risks; our ability to raise capital if necessary and our outstanding indebtedness; global economic uncertainty; the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings ”Risk Factors” and ”Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K for the ended December 31, 2015 and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company’s Investor Relations web site at http://investor.groupon.com or the SEC’s web site at www.sec.gov. Groupon’s actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations as of February 11, 2016. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Groupon

Groupon (NASDAQ: GRPN) is a global leader of local commerce and the place you start when you want to buy just about anything, anytime, anywhere. By leveraging the company’s global relationships and scale, Groupon offers consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods.

Groupon is redefining how traditional small businesses attract, retain and interact with customers by providing merchants with a suite of products and services, including customizable deal campaigns, credit card payment processing capabilities, and point-of-sale solutions that help businesses grow and operate more effectively. To search for great deals or subscribe to Groupon emails, visit www.Groupon.com. To download Groupon’s top-rated mobile apps, visit www.groupon.com/mobile. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.GrouponWorks.com

Groupon, Inc.

Summary Consolidated and Segment Results

(in thousands, except share and per share amounts)

(unaudited)

The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months and year endedDecember 31, 2015. Additionally, the assets and liabilities of Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.

Three Months Ended Year Ended

December 31, December 31,

Y/Y % Growth Y/Y % Growth

FX Effect excluding FX Effect excluding

2015 2014 Y/Y % Growth ⁽²⁾ FX ⁽²⁾ 2015 2014 Y/Y % Growth ⁽²⁾ FX ⁽²⁾

Gross Billings⁽¹⁾:

North America $ 1,050,361 $ 948,579 10.7 % $ (1,511 ) 10.9 % $ 3,709,797 $ 3,303,479 12.3 % $ (5,415 ) 12.5 %

EMEA 487,147 560,541 (13.1 ) (61,482 ) (2.1 ) 1,794,354 2,046,807 (12.3 ) (317,640 ) 3.2

Rest of World 169,484 215,549 (21.4 ) (31,574 ) (6.7 ) 751,389 887,546 (15.3 ) (132,679 ) (0.4 )

Consolidated gross billings $ 1,706,992 $ 1,724,669 (1.0 ) % $ (94,567 ) 4.5 % $ 6,255,540 $ 6,237,832 0.3 % $ (455,734 ) 7.6 %

Revenue:

North America $ 622,647 $ 550,974 13.0 % $ (408 ) 13.1 % $ 2,047,742 $ 1,824,461 12.2 % $ (1,351 ) 12.3 %

EMEA 248,326 272,475 (8.9 ) (33,198 ) 3.3 867,880 961,130 (9.7 ) (157,892 ) 6.7

Rest of World 46,197 59,779 (22.7 ) (8,785 ) (8.0 ) 203,894 256,532 (20.5 ) (36,932 ) (6.1 )

Consolidated revenue $ 917,170 $ 883,228 3.8 % $ (42,391 ) 8.6 % $ 3,119,516 $ 3,042,123 2.5 % $ (196,175 ) 9.0 %

Income (loss) from operations $ (5,423 ) $ 33,640 (116.1 ) % $ (2,742 ) (108.0 ) % $ (79,777 ) $ 30,701 (359.9 ) % $ (2,064 ) (353.1 ) %

Income (loss) from continuing operations (32,552 ) 26,566 (89,171 ) (18,473 )

Income (loss) from discontinued operations, net of tax ⁽³⁾ (10,613 ) (15,182 ) 122,850 (45,446 )

Net income (loss) attributable toGroupon, Inc. $ (46,528 ) $ 8,788 $ 20,668 $ (73,090 )

Basic net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Basic net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Diluted net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Diluted net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Weighted average number of shares outstanding

Basic 607,517,010 671,885,967 650,106,225 674,832,393

Diluted 607,517,010 681,543,847 650,106,225 674,832,393

⁽¹⁾ Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

⁽²⁾ Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2014.

⁽³⁾ The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months endedDecember 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company’s net deferred tax assets in the United States.

Groupon, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended December 31, Year Ended December 31,

2015 2014 2015 2014

Operating activities

Net income (loss) $ (43,165 ) $ 11,384 $ 33,679 $ (63,919 )

Less: Income (loss) from discontinued operations, net of tax (10,613 ) (15,182 ) 122,850 (45,446 )

Income (loss) from continuing operations (32,552 ) 26,566 (89,171 ) (18,473 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization of property, equipment and software 28,807 25,414 113,048 94,145

Amortization of acquired intangible assets 4,956 4,708 19,922 20,896

Stock-based compensation 32,865 29,961 142,069 115,290

Restructuring-related long-lived asset impairments 6,922 — 7,267 —

Gain on disposition of business — — (13,710 ) —

Deferred income taxes 6,267 (9,168 ) (8,985 ) (11,124 )

Excess tax benefits on stock-based compensation (1,431 ) (3,407 ) (7,629 ) (15,980 )

Loss on equity method investments — — — 459

Gain (loss) from changes in fair value of contingent consideration 508 (1,385 ) 240 (2,444 )

Loss from changes in fair value of investments 829 — 2,943 —

Impairments of investments — — — 2,036

Change in assets and liabilities, net of acquisitions:

Restricted cash 75 (491 ) 4,630 7,195

Accounts receivable 6,960 10,280 13,313 (16,277 )

Prepaid expenses and other current assets 61,358 36,816 21,545 13,933

Accounts payable 9,545 (1,073 ) 8,601 (14,046 )

Accrued merchant and supplier payables 142,069 155,991 40,217 54,921

Accrued expenses and other current liabilities (1,174 ) 11,117 56,040 (9,986 )

Other, net (16,980 ) (12,057 ) (18,222 ) 31,952

Net cash provided by (used in) operating activities from continuing operations 249,024 273,272 292,118 252,497

Net cash provided by (used in) operating activities from discontinued operations (670 ) 13,550 (37,248 ) 36,327

Net cash provided by (used in) operating activities 248,354 286,822 254,870 288,824

Net cash provided by (used in) investing activities from continuing operations (31,238 ) (35,175 ) (177,250 ) (152,818 )

Net cash provided by (used in) investing activities from discontinued operations — (714 ) 244,470 (76,638 )

Net cash provided by (used in) investing activities (31,238 ) (35,889 ) 67,220 (229,456 )

Net cash provided by (used in) financing activities (322,166 ) (21,088 ) (508,156 ) (194,156 )

Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale (5,147 ) (13,100 ) (32,485 ) (33,771 )

Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale (110,197 ) 216,745 (218,551 ) (168,559 )

Less: Net increase (decrease) in cash classified within current assets held for sale — 11,955 (55,279 ) 55,279

Net increase (decrease) in cash and cash equivalents (110,197 ) 204,790 (163,272 ) (223,838 )

Cash and cash equivalents, beginning of period 963,559 811,844 1,016,634 1,240,472

Cash and cash equivalents, end of period $ 853,362 $ 1,016,634 $ 853,362 $ 1,016,634

Groupon, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months EndedDecember 31, Year Ended December 31,

2015 2014 2015 2014

Revenue:

Third party and other $ 345,260 $ 367,902 $ 1,372,533 $ 1,501,011

Direct 571,910 515,326 1,746,983 1,541,112

Total revenue 917,170 883,228 3,119,516 3,042,123

Cost of revenue:

Third party and other 43,640 49,725 188,932 203,058

Direct 501,790 455,394 1,545,519 1,373,756

Total cost of revenue 545,430 505,119 1,734,451 1,576,814

Gross profit 371,740 378,109 1,385,065 1,465,309

Operating expenses:

Marketing 83,208 59,812 254,335 241,954

Selling, general and administrative 287,976 285,466 1,192,792 1,191,385

Restructuring charges 5,422 — 29,568 —

Gain on disposition of business — — (13,710 ) —

Acquisition-related expense (benefit), net 557 (809 ) 1,857 1,269

Total operating expenses 377,163 344,469 1,464,842 1,434,608

Income (loss) from operations (5,423 ) 33,640 (79,777 ) 30,701

Other income (expense), net ⁽¹⁾ (3,393 ) (11,531 ) (28,539 ) (33,450 )

Income (loss) from continuing operations before provision (benefit) for income taxes (8,816 ) 22,109 (108,316 ) (2,749 )

Provision (benefit) for income taxes 23,736 (4,457 ) (19,145 ) 15,724

Income (loss) from continuing operations (32,552 ) 26,566 (89,171 ) (18,473 )

Income (loss) from discontinued operations, net of tax (10,613 ) (15,182 ) 122,850 (45,446 )

Net income (loss) (43,165 ) 11,384 33,679 (63,919 )

Net income (loss) attributable to noncontrolling interests (3,363 ) (2,596 ) (13,011 ) (9,171 )

Net income (loss) attributable to Groupon, Inc. $ (46,528 ) $ 8,788 $ 20,668 $ (73,090 )

Basic net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Basic net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Diluted net income (loss) per share:

Continuing operations $ (0.06 ) $ 0.04 $ (0.16 ) $ (0.04 )

Discontinued operations (0.02 ) (0.03 ) 0.19 (0.07 )

Diluted net income (loss) per share $ (0.08 ) $ 0.01 $ 0.03 $ (0.11 )

Weighted average number of shares outstanding

Basic 607,517,010 671,885,967 650,106,225 674,832,393

Diluted 607,517,010 681,543,847 650,106,225 674,832,393

⁽¹⁾ Other income (expense), net includes foreign currency losses of $1.7 million and $11.4 million for the three months endedDecember 31, 2015 and 2014, respectively, and foreign currency losses of $23.8 million and $31.5 million for the year endedDecember 31, 2015 and 2014, respectively.

Groupon, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

December 31,

2015 2014

Assets

Current assets:

Cash and cash equivalents $ 853,362 $ 1,016,634

Accounts receivable, net 68,175 90,597

Prepaid expenses and other current assets 153,705 192,382

Current assets held for sale — 85,445

Total current assets 1,075,242 1,385,058

Property, equipment and software, net 198,897 176,004

Goodwill 287,332 236,756

Intangible assets, net 36,483 30,609

Investments (including $163.7 million and $7.4 million at December 31, 2015 and December 31, 2014, respectively, at fair value) 178,236 24,298

Deferred income taxes 3,454 57,594

Other non-current assets 16,620 16,173

Non-current assets held for sale — 301,105

Total Assets $ 1,796,264 $ 2,227,597

Liabilities and Equity

Current liabilities:

Accounts payable $ 24,590 $ 13,822

Accrued merchant and supplier payables 776,211 772,156

Accrued expenses and other current liabilities 402,724 341,381

Current liabilities held for sale — 166,239

Total current liabilities 1,203,525 1,293,598

Deferred income taxes 8,612 32,771

Other non-current liabilities 113,540 129,531

Non-current liabilities held for sale — 6,753

Total Liabilities 1,325,677 1,462,653

Commitments and contingencies (see Note 10)

Stockholders’ Equity

Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 and 699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014 72 70

Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015 and December 31, 2014 — —

Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at December 31, 2015 and December 31, 2014 — —

Additional paid-in capital 1,964,453 1,847,420

Treasury stock, at cost, 128,468,165 shares at December 31, 2015 and 27,239,104 shares atDecember 31, 2014 (645,041 ) (198,467 )

Accumulated deficit (901,292 ) (921,960 )

Accumulated other comprehensive income (loss) 51,206 35,763

Total Groupon, Inc. Stockholders’ Equity 469,398 762,826

Noncontrolling interests 1,189 2,118

Total Equity 470,587 764,944

Total Liabilities and Equity $ 1,796,264 $ 2,227,597

Groupon, Inc.

Segment Information

(in thousands)

(unaudited)

Three Months Ended December 31, Year Ended December 31,

2015 2014 2015 2014

North America

Gross billings ⁽¹⁾ $ 1,050,361 $ 948,579 $ 3,709,797 $ 3,303,479

Revenue 622,647 550,974 2,047,742 1,824,461

Segment cost of revenue and operating expenses ^(2)(3)(4) 625,171 520,140 2,029,643 1,755,113

Segment operating income (loss) ⁽²⁾ $ (2,524 ) $ 30,834 $ 18,099 $ 69,348

Segment operating income (loss) as a percent of segment gross billings (0.2 )% 3.3 % 0.5 % 2.1 %

Segment operating income (loss) as a percent of segment revenue (0.4 )% 5.6 % 0.9 % 3.8 %

EMEA

Gross billings ⁽¹⁾ $ 487,147 $ 560,541 $ 1,794,354 $ 2,046,807

Revenue 248,326 272,475 867,880 961,130

Segment cost of revenue and operating expenses ^(2)(4)(5) 211,443 237,468 797,786 857,062

Segment operating income ⁽²⁾ $ 36,883 $ 35,007 $ 70,094 $ 104,068

Segment operating income as a percent of segment gross billings 7.6 % 6.2 % 3.9 % 5.1 %

Segment operating income as a percent of segment revenue 14.9 % 12.8 % 8.1 % 10.8 %

Rest of World

Gross billings ⁽¹⁾ $ 169,484 $ 215,549 $ 751,389 $ 887,546

Revenue 46,197 59,779 203,894 256,532

Segment cost of revenue and operating expenses ⁽²⁾⁽⁴⁾ 52,731 62,828 228,273 282,688

Segment operating loss ⁽²⁾ $ (6,534 ) $ (3,049 ) $ (24,379 ) $ (26,156 )

Segment operating loss as a percent of segment gross billings (3.9 )% (1.4 )% (3.2 )% (2.9 )%

Segment operating loss as a percent of segment revenue (14.1 )% (5.1 )% (12.0 )% (10.2 )%

⁽¹⁾ Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

⁽²⁾ Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.

⁽³⁾ Segment cost of revenue and operating expenses for North America for the year ended December 31, 2015 includes a $37.5 million expense related to an increase in the Company’s contingent liability for its securities litigation matter.

⁽⁴⁾ Segment cost of revenue and operating expenses for the three months ended December 31, 2015 includes restructuring charges (credits) of $9.1 million in North America, $(3.6) million in EMEA and $(0.1) million in Rest of World. Segment cost of revenue and operating expenses for the year ended December 31, 2015 includes restructuring charges of $10.5 million inNorth America, $16.1 million in EMEA and $3.0 million in Rest of World.

⁽⁵⁾ Segment cost of revenue and operating expenses for EMEA for the year ended December 31, 2015 includes a $6.7 millionexpense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations.

Groupon, Inc.

Non-GAAP Reconciliation Schedules

(in thousands, except share and per share amounts)

(unaudited)

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP financial measure, “Diluted net income (loss) per share,” for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Income (loss) from continuing operations.”

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Income (loss) from continuing operations $ 26,566 $ (16,739) $ (15,267) $ (24,613) $ (32,552)

Adjustments:

Stock-based compensation ⁽¹⁾ 29,961 35,144 38,467 35,432 32,691

Depreciation and amortization 30,122 32,200 31,372 35,635 33,763

Acquisition-related expense (benefit), net (809) (269) 505 1,064 557

Restructuring charges — — — 24,146 5,422

Gain on disposition of business — — — (13,710) —

Prepaid marketing write-off — — — 6,690 —

Securities litigation expense — — — 37,500 —

Non-operating expense (income), net 11,531 19,927 (2,941) 8,160 3,393

Provision (benefit) for income taxes (4,457) 2,107 8,982 (53,970) 23,736

Total adjustments 66,348 89,109 76,385 80,947 99,562

Adjusted EBITDA $ 92,914 $ 72,370 $ 61,118 $ 56,334 $ 67,010

⁽¹⁾ Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.02 million, $0.1 million and $0.2 million of additional stock-based compensation for the three months ended June 30, 2015, three months ended September 30, 2015and three months ended December 31, 2015, respectively.

The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the years ended December 31, 2015 and 2014:

Year Ended December 31,

2015 2014

Income (loss) from continuing operations $ (89,171 ) $ (18,473 )

Adjustments:

Stock-based compensation ⁽¹⁾ 141,734 115,290

Depreciation and amortization 132,970 115,041

Acquisition-related expense (benefit), net 1,857 1,269

Restructuring charges 29,568 —

Gain on disposition of business (13,710 ) —

Prepaid marketing write-off 6,690 —

Securities litigation expense 37,500 —

Non-operating expense (income), net 28,539 33,450

Provision (benefit) for income taxes (19,145 ) 15,724

Total adjustments 346,003 280,774

Adjusted EBITDA $ 256,832 $ 262,301

⁽¹⁾ Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.3 million of additional stock-based compensation for the year ended December 31, 2015.

The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months and year ended December 31, 2015:

Three Months Ended Year Ended

December 31, 2015 December 31, 2015

Net income (loss) attributable to common stockholders $ (46,528 ) $ 20,668

Stock-based compensation 32,865 142,069

Amortization of acquired intangible assets 4,956 19,922

Acquisition-related expense (benefit), net 557 1,857

Restructuring charges 5,422 29,568

Gain on disposition of business — (13,710 )

Prepaid marketing write-off — 6,690

Securities litigation expense — 37,500

Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings⁽¹⁾ (400 ) 20,266

Loss from changes in fair value of investments 829 2,943

Income tax effect of above adjustments 14,979 (53,953 )

Loss (income) from discontinued operations, net of tax 10,613 (122,850 )

Non-GAAP net income (loss) attributable to common stockholders $ 23,293 $ 90,970

Diluted shares 607,517,010 650,106,225

Incremental diluted shares 6,367,291 6,854,909

Adjusted diluted shares 613,884,301 656,961,134

Diluted net income (loss) per share ⁽²⁾ $ (0.08 ) $ 0.03

Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), items that are unusual in nature and infrequently occurring, income (loss) from discontinued operations and related tax effects 0.12 0.11

Non-GAAP net income (loss) per share $ 0.04 $ 0.14

⁽¹⁾ For the three months and year ended December 31, 2015, a $3.7 million net cumulative translation adjustment gain was reclassified to earnings as a result of the Company’s exit from certain countries as part of its restructuring plan. For the year ended December 31, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company’s legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.

⁽²⁾ The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.

Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, “Gross billings,” “Revenue” and “Income (loss) from continuing operations,” respectively, for the periods presented. The Company reconciles “foreign exchange rate neutral Gross billings growth” and “foreign exchange rate neutral Revenue growth” to year-over-year growth rates for the most comparable U.S. GAAP financial measures, “Gross billings growth” and “Revenue growth,” respectively, for the periods presented.

The effect on the Company’s gross billings, revenue and income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Three Months Ended December 31, 2015 Three Months Ended December 31, 2015

At Avg. Q4 2014 Exchange Rate As At Avg. Q3 2015 Exchange Rate As

Rates ⁽¹⁾ Effect ⁽²⁾ Reported Rates ⁽³⁾ Effect ⁽²⁾ Reported

Gross billings $ 1,801,559 $ (94,567 ) $ 1,706,992 $ 1,721,580 $ (14,588 ) $ 1,706,992

Revenue 959,561 (42,391 ) 917,170 923,903 (6,733 ) 917,170

Income (loss) from operations $ (2,681 ) $ (2,742 ) $ (5,423 ) $ (4,620 ) $ (803 ) $ (5,423 )

The effect on the Company’s gross billings, revenue and income (loss) from operations from changes in exchange rates versus theU.S. Dollar for the year ended December 31, 2015 was as follows:

Year Ended December 31, 2015 Year Ended December 31, 2015

At Avg. Q4 At Avg. Q4’14-

2014 YTD Exchange Rate As Q3’15 Exchange Rate As

Rates ⁽¹⁾ Effect ⁽²⁾ Reported Rates ⁽³⁾ Effect ⁽²⁾ Reported

Gross billings $ 6,711,274 $ (455,734 ) $ 6,255,540 $ 6,346,012 $ (90,472 ) $ 6,255,540

Revenue 3,315,691 (196,175 ) 3,119,516 3,158,228 (38,712 ) 3,119,516

Income (loss) from operations $ (77,713 ) $ (2,064 ) $ (79,777 ) $ (78,679 ) $ (1,098 ) $ (79,777 )

⁽¹⁾ Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2014.

⁽²⁾ Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.

⁽³⁾ Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and twelve months ended September 30, 2015.

The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

EMEA Gross billings growth, excluding FX 8 % 7 % 9 % (1 ) % (2 ) %

FX Effect (9 ) (18 ) (19 ) (14 ) (11 )

EMEA Gross billings growth (1 ) % (11 ) % (10 ) % (15 ) % (13 ) %

Rest of World Gross billings growth, excluding FX — % (1 ) % 6 % — % (7 ) %

FX Effect (10 ) (11 ) (15 ) (19 ) (14 )

Rest of World Gross billings growth (10 ) % (12 ) % (9 ) % (19 ) % (21 ) %

Consolidated Gross billings growth, excluding FX 13 % 10 % 10 % 6 % 4 %

FX Effect (5 ) (8 ) (8 ) (8 ) (5 )

Consolidated Gross billings growth 8 % 2 % 2 % (2 ) % (1 ) %

The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

EMEA Revenue growth, excluding FX 18 % 13 % 9 % 2 % 3 %

FX Effect (10 ) (19 ) (19 ) (15 ) (12 )

EMEA Revenue growth 8 % (6 ) % (10 ) % (13 ) % (9 ) %

Rest of World Revenue growth, excluding FX (9 ) % (8 ) % (4 ) % (5 ) % (8 ) %

FX Effect (10 ) (10 ) (14 ) (18 ) (15 )

Rest of World Revenue growth (19 ) % (18 ) % (18 ) % (23 ) % (23 ) %

Consolidated Revenue growth, excluding FX 19 % 10 % 11 % 7 % 9 %

FX Effect (4 ) (7 ) (8 ) (7 ) (5 )

Consolidated Revenue growth 15 % 3 % 3 % — % 4 %

The effect on North America’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 532,015 $ (861 ) $ 531,154 $ 499,250 6.4 % 6.6 %

Travel:

Third party 89,589 (200 ) 89,389 80,296 11.3 % 11.6 %

Total services 621,604 (1,061 ) 620,543 579,546 7.1 % 7.3 %

Goods:

Third party 13,401 (450 ) 12,951 8,277 56.5 % 61.9 %

Direct 416,867 — 416,867 360,756 15.6 15.6

Total 430,268 (450 ) 429,818 369,033 16.5 % 16.6

Total gross billings $ 1,051,872 $ (1,511 ) $ 1,050,361 $ 948,579 10.7 % 10.9 %

The effect on EMEA’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 219,817 $ (22,372 ) $ 197,445 $ 242,119 (18.5 ) % (9.2 ) %

Travel:

Third party 68,439 $ (8,603 ) 59,836 72,710 (17.7 ) % (5.9 ) %

Total services 288,256 (30,975 ) 257,281 314,829 (18.3 ) % (8.4 ) %

Goods:

Third party 92,612 (9,317 ) 83,295 99,710 (16.5 ) % (7.1 ) %

Direct 167,761 (21,190 ) 146,571 146,002 0.4 14.9

Total 260,373 (30,507 ) 229,866 245,712 (6.4 ) % 6.0 %

Total gross billings $ 548,629 $ (61,482 ) $ 487,147 $ 560,541 (13.1 ) % (2.1 ) %

The effect on Rest of World’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 99,590 $ (16,160 ) $ 83,430 $ 105,420 (20.9 ) % (5.5 ) %

Travel:

Third party 31,010 $ (5,641 ) 25,369 32,313 (21.5 ) % (4.0 ) %

Total services 130,600 (21,801 ) 108,799 137,733 (21.0 ) % (5.2 ) %

Goods:

Third party 60,357 (8,144 ) 52,213 69,248 (24.6 ) % (12.8 ) %

Direct 10,101 (1,629 ) 8,472 8,568 (1.1 ) 17.9

Total 70,458 (9,773 ) 60,685 77,816 (22.0 ) % (9.5 ) %

Total gross billings $ 201,058 $ (31,574 ) $ 169,484 $ 215,549 (21.4 ) % (6.7 ) %

The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

Exchange

At Avg. Q4 Rate December 31, 2015 December 31, 2014 Y/Y % Y/Y% Growth

2014 Rates ⁽¹⁾ Effect ⁽²⁾ As Reported As Reported Growth excluding FX

Local:

Third party and other $ 851,422 $ (39,393) $ 812,029 $ 846,789 (4.1) % 0.5 %

Travel:

Third party $ 189,038 $ (14,444) 174,594 185,319 (5.8) % 2.0 %

Total services 1,040,460 (53,837) 986,623 1,032,108 (4.4) % 0.8 %

Goods:

Third party 166,370 (17,911) 148,459 177,235 (16.2) % (6.1) %

Direct 594,729 (22,819) 571,910 515,326 11.0 15.4

Total 761,099 (40,730) 720,369 692,561 4.0 % 9.9 %

Total gross billings $ 1,801,559 $ (94,567) $ 1,706,992 $ 1,724,669 (1.0) % 4.5 %

⁽¹⁾ Represents the financial statement balances that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three months ended December 31, 2014.

⁽²⁾ Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.

Groupon, Inc.

Supplemental Financial Information and Business Metrics ^{(9) (10)}

(financial data in thousands; active customers in millions)

(unaudited)

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Segments

North America Segment:

Gross Billings ⁽¹⁾:

Local ⁽²⁾Gross Billings $ 499,250 $ 512,558 $ 499,378 $ 481,608 $ 531,154

Travel Gross Billings 80,296 96,678 102,908 101,801 89,389

Gross Billings – Services 579,546 609,236 602,286 583,409 620,543

Gross Billings – Goods 369,033 284,741 293,970 285,794 429,818

Total Gross Billings $ 948,579 $ 893,977 $ 896,256 $ 869,203 $ 1,050,361

Year-over-year growth 20 % 14 % 12 % 12 % 11 %

% Third Party and Other 62 % 69 % 68 % 68 % 60 %

% Direct 38 % 31 % 32 % 32 % 40 %

Gross Billings Trailing Twelve Months (TTM) $ 3,303,479 $ 3,415,687 $ 3,513,098 $ 3,608,015 $ 3,709,797

Revenue ⁽³⁾:

Local Revenue $ 170,946 $ 180,864 $ 172,461 $ 163,786 $ 184,201

Travel Revenue 17,165 19,989 21,958 21,394 18,390

Revenue – Services 188,111 200,853 194,419 185,180 202,591

Revenue – Goods 362,863 279,029 286,863 278,751 420,056

Total Revenue $ 550,974 $ 479,882 $ 481,282 $ 463,931 $ 622,647

Year-over-year growth 24 % 11 % 14 % 11 % 13 %

% Third Party and Other 35 % 42 % 41 % 40 % 33 %

% Direct 65 % 58 % 59 % 60 % 67 %

Revenue TTM $ 1,824,461 $ 1,873,281 $ 1,930,632 $ 1,976,069 $ 2,047,742

Gross Profit ⁽⁴⁾:

Local Gross Profit $ 147,582 $ 154,776 $ 147,574 $ 138,798 $ 159,745

% of North America Local Gross Billings 29.6 % 30.2 % 29.6 % 28.8 % 30.1 %

Travel Gross Profit 14,187 15,791 18,385 17,644 15,207

% of North America Travel Gross Billings 17.7 % 16.3 % 17.9 % 17.3 % 17.0 %

Gross Profit – Services 161,769 170,567 165,959 156,442 174,952

% of North America Services Gross Billings 27.9 % 28.0 % 27.6 % 26.8 % 28.2 %

Gross Profit – Goods 34,404 23,923 30,598 34,801 44,329

% of North America Goods Gross Billings 9.3 % 8.4 % 10.4 % 12.2 % 10.3 %

Total Gross Profit $ 196,173 $ 194,490 $ 196,557 $ 191,243 $ 219,281

Year-over-year growth 13 % 8 % 9 % 9 % 12 %

% Third Party and Other 83 % 88 % 85 % 83 % 81 %

% Direct 17 % 12 % 15 % 17 % 19 %

% of North America Total Gross Billings 20.7 % 21.8 % 21.9 % 22.0 % 20.9 %

EMEA Segment:

Gross Billings:

Local Gross Billings $ 242,119 $ 217,598 $ 198,553 $ 182,540 $ 197,445

Travel Gross Billings 72,710 65,065 59,544 64,916 59,836

Gross Billings – Services 314,829 282,663 258,097 247,456 257,281

Gross Billings – Goods 245,712 176,526 175,439 167,026 229,866

Total Gross Billings $ 560,541 $ 459,189 $ 433,536 $ 414,482 $ 487,147

Year-over-year growth (1 ) % (11 ) % (10 ) % (15 ) % (13 ) %

Year-over-year growth, excluding FX ⁽⁵⁾ 8 % 7 % 9 % (1 ) % (2 ) %

% Third Party and Other 74 % 77 % 76 % 75 % 70 %

% Direct 26 % 23 % 24 % 25 % 30 %

Gross Billings TTM $ 2,046,807 $ 1,992,408 $ 1,942,689 $ 1,867,748 $ 1,794,354

Revenue:

Local Revenue $ 95,572 $ 82,536 $ 75,543 $ 70,781 $ 73,225

Travel Revenue 16,321 14,717 13,100 13,561 11,681

Revenue – Services 111,893 97,253 88,643 84,342 84,906

Revenue – Goods 160,582 118,967 115,404 114,945 163,420

Total Revenue $ 272,475 $ 216,220 $ 204,047 $ 199,287 $ 248,326

Year-over-year growth 8 % (6 ) % (10 ) % (13 ) % 9 %

Year-over-year growth, excluding FX 18 % 13 % 9 % 2 % 3 %

% Third Party and Other 46 % 51 % 48 % 48 % 41 %

% Direct 54 % 49 % 52 % 52 % 59 %

Revenue TTM $ 961,130 $ 946,457 $ 922,814 $ 892,029 $ 867,880

Gross Profit:

Local Gross Profit $ 90,150 $ 77,356 $ 70,270 $ 66,288 $ 68,966

% of EMEA Local Gross Billings 37.2 % 35.5 % 35.4 % 36.3 % 34.9 %

Travel Gross Profit 15,226 12,400 11,939 12,323 10,732

% of EMEA Travel Gross Billings 20.9 % 19.1 % 20.1 % 19.0 % 17.9 %

Gross Profit – Services 105,376 89,756 82,209 78,611 79,698

% of EMEA Services Gross Billings 33.5 % 31.8 % 31.9 % 31.8 % 31.0 %

Gross Profit – Goods 38,154 25,481 21,878 24,905 43,026

% of EMEA Goods Gross Billings 15.5 % 14.4 % 12.5 % 14.9 % 18.7 %

Total Gross Profit $ 143,530 $ 115,237 $ 104,087 $ 103,516 $ 122,724

Year-over-year growth (6 ) % (18 ) % (26 ) % (21 ) % (14 ) %

% Third Party and Other 82 % 87 % 86 % 86 % 77 %

% Direct 18 % 13 % 14 % 14 % 23 %

% of EMEA Total Gross Billings 25.6 % 25.1 % 24.0 % 25.0 % 25.2 %

Rest of World Segment:

Gross Billings:

Local Gross Billings $ 105,420 $ 99,735 $ 100,403 $ 92,972 $ 83,430

Travel Gross Billings 32,313 32,946 31,263 30,709 25,369

Gross Billings – Services 137,733 132,681 131,666 123,681 108,799

Gross Billings – Goods 77,816 66,154 67,555 60,168 60,685

Total Gross Billings $ 215,549 $ 198,835 $ 199,221 $ 183,849 $ 169,484

Year-over-year growth (10 ) % (12 ) % (9 ) % (19 ) % (21 ) %

Year-over-year growth, excluding FX — % (1 ) % 6 % — % (7 ) %

% Third Party and Other 96 % 98 % 97 % 96 % 95 %

% Direct 4 % 2 % 3 % 4 % 5 %

Gross Billings TTM $ 887,546 $ 861,032 $ 840,243 $ 797,454 $ 751,389

Revenue:

Local Revenue $ 32,264 $ 30,281 $ 28,499 $ 26,372 $ 22,229

Travel Revenue 5,757 6,495 6,363 6,135 5,098

Revenue – Services 38,021 36,776 34,862 32,507 27,327

Revenue – Goods 21,758 17,478 18,204 17,870 18,870

Total Revenue $ 59,779 $ 54,254 $ 53,066 $ 50,377 $ 46,197

Year-over-year growth (19 ) % (18 ) % (18 ) % (23 ) % (23 ) %

Year-over-year growth, excluding FX (9 ) % (8 ) % (4 ) % (5 ) % (8 ) %

% Third Party and Other 86 % 91 % 87 % 86 % 82 %

% Direct 14 % 9 % 13 % 14 % 18 %

Revenue TTM $ 256,532 $ 244,326 $ 232,802 $ 217,476 $ 203,894

Gross Profit:

Local Gross Profit $ 27,175 $ 26,161 $ 24,567 $ 22,568 $ 18,889

% of Rest of World Local Gross Billings 25.8 % 26.2 % 24.5 % 24.3 % 22.6 %

Travel Gross Profit 3,815 4,906 5,012 4,859 4,040

% of Rest of World Travel Gross Billings 11.8 % 14.9 % 16.0 % 15.8 % 15.9 %

Gross Profit – Services 30,990 31,067 29,579 27,427 22,929

% of Rest of World Services Gross Billings 22.5 % 23.4 % 22.5 % 22.2 % 21.1 %

Gross Profit – Goods 7,416 6,612 6,784 6,726 6,806

% of Rest of World Goods Gross Billings 9.5 % 10.0 % 10.0 % 11.2 % 11.2 %

Total Gross Profit $ 38,406 $ 37,679 $ 36,363 $ 34,153 $ 29,735

Year-over-year growth (24 ) % (16 ) % (20 ) % (28 ) % (23 ) %

% Third Party and Other 96 % 99 % 99 % 99 % 99 %

% Direct 4 % 1 % 1 % 1 % 1 %

% of Rest of World Total Gross Billings 17.8 % 18.9 % 18.3 % 18.6 % 17.5 %

Consolidated Results of Operations:

Gross Billings:

Local Gross Billings $ 846,789 $ 829,891 $ 798,334 $ 757,120 $ 812,029

Travel Gross Billings 185,319 194,689 193,715 197,426 174,594

Gross Billings – Services 1,032,108 1,024,580 992,049 954,546 986,623

Gross Billings – Goods 692,561 527,421 536,964 512,988 720,369

Total Gross Billings $ 1,724,669 $ 1,552,001 $ 1,529,013 $ 1,467,534 $ 1,706,992

Year-over-year growth 8 % 2 % 2 % (2 ) % (1 ) %

Year-over-year growth, excluding FX 13 % 10 % 10 % 6 % 4 %

% Third Party and Other 70 % 75 % 74 % 74 % 66 %

% Direct 30 % 25 % 26 % 26 % 34 %

Gross Billings TTM $ 6,237,832 $ 6,269,127 $ 6,296,030 $ 6,273,217 $ 6,255,540

Year-over-year growth 8 % 7 % 6 % 3 % — %

Revenue:

Local Revenue $ 298,782 $ 293,681 $ 276,503 $ 260,939 $ 279,655

Travel Revenue 39,243 41,201 41,421 41,090 35,169

Revenue – Services 338,025 334,882 317,924 302,029 314,824

Revenue – Goods 545,203 415,474 420,471 411,566 602,346

Total Revenue $ 883,228 $ 750,356 $ 738,395 $ 713,595 $ 917,170

Year-over-year growth 15 % 3 % 3 % — % 4 %

Year-over-year growth, excluding FX 19 % 10 % 11 % 7 % 9 %

% Third Party and Other 42 % 48 % 46 % 46 % 38 %

% Direct 58 % 52 % 54 % 54 % 62 %

Revenue TTM $ 3,042,123 $ 3,064,064 $ 3,086,248 $ 3,085,574 $ 3,119,516

Year-over-year growth 18 % 13 % 10 % 5 % 3 %

Gross Profit:

Local Gross Profit $ 264,907 $ 258,293 $ 242,411 $ 227,654 $ 247,600

% of Consolidated Local Gross Billings 31.3 % 31.1 % 30.4 % 30.1 % 30.5 %

Travel Gross Profit 33,228 33,097 35,336 34,826 29,979

% of Consolidated Travel Gross Billings 17.9 % 17.0 % 18.2 % 17.6 % 17.2 %

Gross Profit – Services 298,135 291,390 277,747 262,480 277,579

% of Consolidated Services Gross Billings 28.9 % 28.4 % 28.0 % 27.5 % 28.1 %

Gross Profit – Goods 79,974 56,016 59,260 66,432 94,161

% of Consolidated Goods Gross Billings 11.5 % 10.6 % 11.0 % 13.0 % 13.1 %

Total Gross Profit $ 378,109 $ 347,406 $ 337,007 $ 328,912 $ 371,740

Year-over-year growth — % (5 ) % (8 ) % (7 ) % (2 ) %

% Third Party and Other 84 % 89 % 87 % 85 % 81 %

% Direct 16 % 11 % 13 % 15 % 19 %

% of Total Consolidated Gross Billings 21.9 % 22.4 % 22.0 % 22.4 % 21.8 %

Marketing $ 59,812 $ 52,533 $ 57,007 $ 61,587 $ 83,208

Selling, general and administrative $ 285,466 $ 289,847 $ 288,721 $ 326,248 $ 287,976

Adjusted EBITDA $ 92,914 $ 72,370 $ 61,118 $ 56,334 $ 67,010

% of Total Consolidated Gross Billings 5.4 % 4.7 % 4.0 % 3.8 % 3.9 %

% of Total Consolidated Revenue 10.5 % 9.6 % 8.3 % 7.9 % 7.3 %

Free cash flow is a non-GAAP financial measure. The following is a reconciliation of free cash flow to the most comparable U.S.GAAP financial measure, “Net cash provided by (used in) operating activities from continuing operations.”

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015

Net cash provided by (used in) operating activities from continuing operations $ 273,272 $ 40,711 $ 9,995 $ (7,612 ) $ 249,024

Purchases of property and equipment and capitalized software from continuing operations (20,117 ) (18,294 ) (22,452 ) (27,735 ) (15,507 )

Free cash flow $ 253,155 $ 22,417 $ (12,457 ) $ (35,347 ) $ 233,517

Net cash provided by (used in) operating activities from continuing operations (TTM) $ 252,497 $ 307,782 $ 346,302 $ 316,366 $ 292,118

Purchases of property and equipment and capitalized software from continuing operations (TTM) (83,560 ) (85,761 ) (79,501 ) (88,598 ) (83,988 )

Free cash flow (TTM) $ 168,937 $ 222,021 $ 266,801 $ 227,768 $ 208,130

Net cash provided by (used in) investing activities from continuing operations $ (35,175 ) $ (19,443 ) $ (28,541 ) $ (98,028 ) $ (31,238 )

Net cash provided by (used in) financing activities $ (21,088 ) $ (32,942 ) $ (138,227 ) $ (14,821 ) $ (322,166 )

Net cash provided by (used in) investing activities from continuing operations (TTM) $ (152,818 ) $ (105,821 ) $ (102,205 ) $ (181,187 ) $ (177,250 )

Net cash provided by (used in) financing activities (TTM) $ (194,156 ) $ (185,606 ) $ (209,080 ) $ (207,078 ) $ (508,156 )

Other Metrics:

Active Customers ⁽⁶⁾

North America 24.1 24.6 24.9 25.2 25.9

EMEA 15.2 15.3 15.5 15.4 15.4

Rest of World 8.1 8.2 8.2 8.0 7.6

Total Active Customers 47.4 48.1 48.6 48.6 48.9

TTM Gross Billings / Average Active Customer ⁽⁷⁾

North America $ 147 $ 147 $ 148 $ 148 $ 149

EMEA 139 134 130 123 117

Rest of World 105 101 98 99 96

Consolidated 137 135 133 132 130

Global headcount as of December 31, 2015 and 2014 was as follows:

Q4 2014 Q4 2015

Sales ⁽⁸⁾ 4,493 3,992

% North America 31 % 34 %

% EMEA 42 % 41 %

% Rest of World 27 % 25 %

Other 6,256 5,880

Total Headcount 10,749 9,872

⁽¹⁾ Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

⁽²⁾ Local represents deals with local and national merchants and through local events. Other revenue transactions include advertising, payment processing and commission revenue.

⁽³⁾ Includes third party revenue, direct revenue and other revenue. Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of merchandise for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue. Other revenue primarily consists of commission revenue, payment processing revenue and advertising revenue.

⁽⁴⁾ Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.

⁽⁵⁾ Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.

⁽⁶⁾ Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.

⁽⁷⁾ Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.

⁽⁸⁾ Includes merchant sales representatives, as well as sales support from continuing operations.

⁽⁹⁾ Financial information and other metrics have been retrospectively adjusted to exclude Ticket Monster, which has been classified as discontinued operations.

⁽¹⁰⁾ The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

View source version on businesswire.com: http://www.businesswire.com/news/home/20160211006437/en/

Groupon, Inc.
Investor Relations
Tom Grant, 312-999-3098
ir@groupon.com
or
Public Relations
Bill Roberts, 312-459-5191

Source: Groupon, Inc.

Image via Groupon

February 11, 2016

Hailey Baldwin Finally Confirming Bieber Relationship?

Hailey Baldwin and Justin Bieber have been teasing a possible budding romance for a few months without either one of them confirming it.

But, perhaps Hailey Baldwin just did.

Hailey Baldwin was asked on Tuesday about Bieber’s interview wherein he called Hailey Baldwin “someone I really love.”

In response, she said, “We are not an exclusive couple. He’s about to go on tour. Relationships at this age are already complicated, but I don’t really like to talk about it because it’s between me and him. Honestly, the rest of the GQ article comes out tomorrow.”

A photo posted by Justin Bieber (@justinbieber) on Jan 3, 2016 at 4:12pm PST

She then said, “It’s just between me and him.”

Of course, if we learned anything from the Bieber/Gomez fiasco, it’s that young love is very complicated and doubly so if you’re trying to conduct romance in the spotlight.

A photo posted by Justin Bieber (@justinbieber) on Jan 3, 2016 at 4:12pm PST

Hailey Baldwin said, “The thing is, I live a very public life and I have to keep things personal or else I have no personal life. It’s very difficult. I am very open on social media, but that’s why I don’t like to talk about certain things.”

Hailey made me get corn rows like an absolute douche bag, these will be off tomorrow trust me Danny

A photo posted by Justin Bieber (@justinbieber) on Jan 4, 2016 at 11:35am PST

She added, “It really is my personal business. And I like to think my relationships are not between me the person and the whole entire world. It’s hard. I don’t think people are really able to understand if they’re not in that position.”

Obviously the two of them have grown, um, close, but are Hailey Baldwin and Justin Bieber an exclusive couple?

February 11, 2016
Isabella Cruise Hides Wedding Ring in First Public Appearance Since Marrying Max Parker

Isabella Cruise made her first public appearance this week since marrying Max Parker in September. The daughter of Nicole Kidman and Tom Cruise attended the “Tyler Shields: Decadence” exhibition at the Maddox Gallery in London on Wednesday.

Sporting a new ‘do, Isabella Cruise showed off her short platinum hairstyle. Dressed in black, she was stylish, but understated.

Something Isabella Cruise didn’t show off was her wedding ring. Keeping her hands in her pockets whenever photographers were near, she supposedly didn’t want to draw attention away from the exhibit and in her direction. She apparently feared the sight of her wedding ring might do exactly that.

Isabella Cruise keeps her #wedding ring under wraps as she steps out: https://t.co/nvxvWmgRV2 pic.twitter.com/bwTMX9OH87

— HELLO! (@hellomag) February 4, 2016

Isabella Cruise’s famous father, Tom Cruise, is responsible for planning her secret wedding to Max Parker, but reportedly didn’t attend the nuptials. Nicole Kidman didn’t even learn of the wedding until after it had already taken place.

Isabella Cruise–along with brother Connor Cruise–don’t have much of a relationship with their mother. This is likely because of their ties to the Church of Scientology. Nicole Kidman is considered an SP–or Suppressive Person–in the eyes of Scientologists, because she left the church when she and Tom Cruise divorced.

Tom Cruise's daughter Isabella made a rare appearance out yesterday: https://t.co/hTQDbEgFVY pic.twitter.com/zkcFNjuspk

— JustJared.com (@JustJared) December 1, 2015

Do you think it was a bit presumptuous of Isabella Cruise to keep her hands in her pockets at the “Tyler Shields: Decadence” exhibit? Are people really that interested in seeing her rings and discussing her secret wedding?

February 5, 2016
Nicole Kidman: Daughter Isabella Makes First Public Appearance Since Secret Wedding

Nicole Kidman is likely still hurting over not being invited to daughter Isabella’s wedding. Isabella Cruise, the daughter of Nicole Kidman and Tom Cruise, married Max Parker in September. Rumors say Tom Cruise planned and paid for the wedding, with Kidman omitted from the guest list.

For the first time since her wedding, Isabella Cruise appeared in public. She attended the “Tyler Shields: Decadence” exhibition at the Maddox Gallery in London on Wednesday. Sporting a new platinum blonde hairstyle, she dressed in all black for the event.

Isabella Cruise keeps her #wedding ring under wraps as she steps out: https://t.co/nvxvWmgRV2 pic.twitter.com/bwTMX9OH87

— HELLO! (@hellomag) February 4, 2016

Posing for pictures, Isabella Cruise seemed determined to hide her wedding ring, keeping her hands conspicuously hidden in her pockets–supposedly so she wouldn’t draw attention away from the exhibit and toward herself.

Tom Cruise and Nicole Kidman adopted Isabella in 1992. Brother Connor Cruise is adopted as well. Neither of the siblings has much–if anything–to do with Nicole Kidman since her divorce from Tom Cruise. They have likely been prohibited by the Church of Scientology–of which their dad is a prominent member–from having a relationship with their mom since she left the church when the two split up.

Despite her hidden heartache over not seeing her eldest daughter get married, Sources say Nicole Kidman is “thrilled her eldest daughter has found love.”

We're getting major Kate Middleton vibes from Nicole Kidman's hair right now: https://t.co/mZRj1oIVDo pic.twitter.com/pL10JFO6aW

— Glamour (@glamourmag) February 1, 2016

Fortunately for Nicole Kidman, she found love again following her divorce from Tom Cruise. She and husband Keith Urban are very much in love, and the parents of two little girls.

February 5, 2016
Corinne Foxx Makes Her Celebrity Dad Proud As Miss Golden Globe 2016

Corinne Foxx, the 21-year-old daughter of veteran actor and R&B singer Jamie Foxx, performed her duties gracefully as this year’s Miss Golden Globe.

Jamie, 48, presented his daughter to the A-list crowd with some touching words as she stepped onstage during the annual awards show in Hollywood, California.

“This young lady is absolutely the love of my life. This young lady is absolutely my heart. She is Miss Golden Globe. This young lady’s name is Miss Corinne Foxx,” Foxx told the audience.

Beautiful! @iamJamieFoxx shared an incredibly sweet moment with his daughter @CorinneFoxx. #GoldenGlobes #ETGlobes pic.twitter.com/O6IEuygyTI

— EntertainmentTonight (@etnow) January 11, 2016

The Django Unchained actor shared that Corinne has not asked him for money, nor has she been in trouble. He said that his daughter deserves this moment.

Late in 2015, Corinne received what she thought was a random email which indicated that she was chosen as Miss Golden Globe for 2016.

“I was screaming and jumping up and down for two hours when I got it,” she said as she remembered the moment.

Her dad Jamie – whose real name is Eric Bishop – was just as clueless as she was and was also surprised when the confirmation arrived.

Jamie Foxx Gushes About Daughter Corinne Foxx on the Golden Globes Red Carpet

The Miss or Mister Golden Globe is chosen by the HFPA each year, and includes sons or daughters of the industry’s top actors and actresses, directors, and producers. These awardees are often seen as forthcoming stars who will soon make it big in Hollywood.

Corinne Foxx, who adopted her father’s stage surname, is on her senior year at the University of Southern California, taking her Bachelor’s Degree in Public Relations. After she graduates and receives her diploma in May, she plans to pursue acting as well.

Miss Golden Globe @corinnefoxx made it a priority to get her degree first before acting https://t.co/ti3qECGoav pic.twitter.com/xQXRbt6YfT

— Just Jared Jr. (@justjaredjr) January 8, 2016

In addition, Corinne Foxx has also started modeling and has signed up with L.A. Models.

Along with Corinne Foxx, previous recipients of the Miss Golden Globe honor include Dakota Johnson, Rumer Willis, Laura Dern, and Lorraine Nicholson.

January 12, 2016
Kim Richards: Sister Kyle Says Relationship “Back on Track”

Kim Richards went to rehab for alcohol treatment eight months ago, and sister Kyle Richards says their relationship is finally getting back on track.

In an interview with People magazine, Kyle Richards dished about the Real Housewives of Beverly Hills star.

EXCLUSIVE: Kyle Richards on her sister Kim: I hope she's 'sober for the rest of her life' https://t.co/xjCjUMUn2X pic.twitter.com/qBdhSomBUh

— People magazine (@people) December 9, 2015

“I spoke to Kim the other day and she was confident and strong,” Kyle explains. “I was like, ‘Yes! Let’s keep you here.’ There are no guarantees, but I’m excited and hopeful.”

Kyle grew up idolizing Kim Richards, who is five years her senior. The sisters were frequently fighting, however.

“I thought she was so magical,” Kyle says. “But on the other side of that, we would fight. Kim would scratch me until she drew blood and I’d bite her and leave marks. I thought it was normal!”

Kim Richards’ problem with alcohol addiction was exacerbated after both sisters signed with The Real Housewives of Beverly Hills. It even became a storyline on the show.

Kyle says the two were raised to keep personal issues private, so it was hard seeing all of Kim’s dirty laundry aired on the reality show.

“I used to be very angry with Kim about her issues,” Kyle says. “We had so many fights over the years. But seeing the show in season 1 opened my eyes a lot. People were like, ‘Poor Kim,’ and I was like, ‘Wait, I thought we were the victims!’ It made me realize, alcoholism is a disease and she can’t help this. It taught me a lot.”

As Kim Richards’ problems grew even worse, the two sisters became estranged–a separation that lasted nearly a year. It was during that estrangement that Kim was arrested for public intoxication in a Beverly Hills hotel this past April.

“I was in shock,” Kyle says of the arrest. “It was upsetting and I knew she would be beating herself up about it.”

These days Kyle Richards is “cautiously optimistic” about Kim maintaining her sobriety, and the two sisters are working to get their relationship back on track. Her wish for Kim Richards is a lifetime of sobriety.

Kyle Richards — Return to 'RHOBH' Is Saving My Sister Kim's Life https://t.co/D5NcfRl2Zf

— TMZ (@TMZ) December 8, 2015

“I just hope Kim will be healthy, happy and sober for the rest of her life,” she says. “She’s got four amazing kids, she’s an incredible mom and she has a lot to look forward to.”

Do you expect Kim is truly on the road to recovery? Might her “back on track” relationship with Kyle help her as she works toward her goals?

December 10, 2015
Shannen Doherty Makes First Public Appearance Since Breast Cancer Diagnosis

Shannen Doherty made her first public appearance this weekend since announcing her breast cancer diagnosis this past summer. The former Beverly Hills, 90210 star appeared at the Baby2Baby gala in Los Angeles on Saturday. The organization provides diapers, clothing, and other essentials to low income moms for their babies.

Looking elegant at the event, Shannen Doherty wore a long black Vera Wang gown. She added just the right amount of bling to her look with a pair of long, sparkly earrings.

“At the @baby2baby gala. Such a wonderful evening with inspiring women like @kerrywashington who gave one of the most inspiring speeches and the gorgeous, funny @jessicaalba check out #baby2baby an organization that helps supply necessities for children coming from low income or no income families. Thank you @aliparkerkay for inviting me and letting me be a part of your table filled with such great women. @annemkortright … Love you. And thanks #verawang for making such a comfortable yet stylish dress! Thanks to the amazing @debwakninstylist for years of friendship and her expertise,” Shannen Doherty captioned a photo of herself in her gala attire that she shared with her followers on Instagram.

A photo posted by ShannenDoherty (@theshando) on Nov 15, 2015 at 12:17am PST

It was in August that Shannen Doherty revealed she was diagnosed with invasive breast cancer. She filed a lawsuit against her former business manager, stating the firm “failed to procure insurance premiums through the Screen Actors Guild in a timely manner, leading to her untreated diagnosis.”

“In November 2013, SAG sent the premium invoice to Tanner Maintain for Plaintiff’s medical insurance coverage for the year 2014,” the suit read. “However, Defendants ignore it, failed to pay it (without informing Plaintiff) and then promptly terminated their relationship with [Doherty] effective February 7, 2014.”

So good to see Shannen Doherty back on the red carpet for the first time since announcing she has breast cancer! https://t.co/ZHDNVdGydz

— People magazine (@people) November 16, 2015

Despite her breast cancer diagnosis, Shannen Doherty looked lovely at the Baby2Baby gala this past weekend. Fans were no doubt thrilled to see her out and about in L.A.

November 16, 2015
Gwen Stefani Comments On Relationship With Blake Shelton During Dallas Radio Interview

Gwen Stefani finally broke her silence about Blake Shelton during an interview she did in the heart of Shelton country–Dallas–set to air on Monday.

It was while chatting with #Uncorked hosts Leigh Ann and Courtney from Dallas/Fort Worth radio station 103.7 that the No Doubt front woman dished on her fellow Voice coach and new beau.

“He’s a pretty rad guy, I have to say that,” Gwen Stefani says.

“There’s been loads of people that have helped me with this tragedy,” she says of her divorce from Gavin Rossdale. “There’s definitely key people that have pointed me into the right direction. Blake really helped me. Not to change the subject, but it’s kinda on the same subject, Pharrell was literally like a guardian angel.”

Looking back at Blake Shelton and Gwen Stefani's road to romance: https://t.co/nHEpEoxtRA pic.twitter.com/YClfrdkRrY

— Us Weekly (@usweekly) November 6, 2015

Gwen Stefani, however, maintains neither she nor Blake Shelton went public with their relationship.

“We didn’t! Like, somebody did. That’s what’s so crazy like, who announces that? Why would I do that?” Stefani asks.

A rep for Gwen Stefani reportedly confirmed the relationship in a statement to Us Weekly.

“Gwen and Blake are longtime friends who have very recently started dating,” the statement read.

A rep for Blake Shelton confirmed his and Gwen Stefani’s dating status to Entertainment Tonight.

Blake and Gwen are holding hands!!! https://t.co/UTuG3TGXVz pic.twitter.com/6uS1DTt03T

— People magazine (@people) November 6, 2015

Gwen Stefani also maintains she and Blake Shelton are not writing a country song together. A source confirmed this to ET as well.

Blake Shelton and Gwen Stefani write new song together, source confirms https://t.co/f67NMKg7r7 – @CBSNewsEnt pic.twitter.com/DDc321Z8Ud

— CBS News (@CBSNews) November 6, 2015

On Wednesday night, Gwen Stefani and Blake Shelton were spotted holding hands following the 2015 Country Music Awards. Gwen didn’t attend the awards show with Shelton, however.

Do you think a rep for Gwen Stefani actually issued a statement without her permission or is she evading the truth?

Gwen Stefani is divorced from Gavin Rossdale and Blake Shelton is divorced from Miranda Lambert, therefore there is no legal or moral reason why they shouldn’t be dating.

Adam Levine seems to approve of Blake Shelton and Gwen Stefani's romance! Take a look: https://t.co/IGyAv2DWqi

— Us Weekly (@usweekly) November 6, 2015

What matters is that this pretty rad guy has a pretty new girl, and that for now they both seem happy.

Do you see Gwen Stefani and Blake Shelton’s relationship lasting?

November 6, 2015
Justin Bieber Talks About His ‘Stupid Phase’ And ‘Non-Existing’ Relationship With Mom

In what appears to be part of his bid to change his negative image to the public, pop star Justin Bieber recently sat down with Billboard to talk about his personal journey into growing up with fame.

Justin Bieber: “I never wanted my mom to be disappointed in me” https://t.co/L29gsDr9Rf

— billboard (@billboard) November 6, 2015

The already serious interview took an even more serious turn when Bieber shared details about his somewhat estranged relationship with his mother, Pattie Mallette. Bieber’s close relationship with him mom is well-documented as she had been seen numerous times attending various events with her immensely famous son. His 2011 bio-documentary Never Say Never gave his fans a much closer look at their kinship.

However, the 21-year-old hit maker revealed that he and his mother have not had the same closeness for the past two years. He also attributes their “non-existing” connection to his “stupid phase,” which involved multiple brushes controversies and brushes with the law. “I was distant because I was ashamed,” Bieber said with regret. “I never wanted my mom to be disappointed in me and I knew she was.”

Mallette, who gave birth to Bieber when she was only 17 years old, raised him as a single mother when the father, Jeremy, left them when Justin was four. She would post videos of young Justin’s street performances on YouTube, a move that is said to have paved the way for the pop star’s success.

“She’s living in Hawaii now, so it’s hard, but getting better. She’s an amazing woman and I love her,” said Justin.

Meanwhile the “What Do You Mean” singer also delved into the perils of being immensely famous at a young age. He said, “”I wouldn’t suggest being a child star. It’s the toughest thing in the world.”

Justin Bieber: “I want people to be more kind to young celebrities” https://t.co/duxRz9Y6Dw pic.twitter.com/oUnwNuxmfe — Rolling Stone (@RollingStone) November 5, 2015

Justin appealed to the media and public to be “more kind to young celebrities” and not judge them by what they see in photos or hear on TV.

Admitting that he got “close to letting [fame] complete destroy him,” he reflected that it was people like his mother and manager, Scooter Braun, who helped him get back on track.

November 6, 2015

Groupon Gets New CEO, Releases Earnings

Groupon released its Q3 earnings and announced that it has named Rich Williams as its new CEO as Eric Lefkofsky steps down.

Williams was appointed by the board, effective immediately as Lefkofsky returns to his role as Chairman of the Board.

“Rich is the right and natural choice for Groupon’s future, and he has the unanimous support of the Board of Directors. We are fully confident we have identified the best leader for our employees, customers, partners and shareholders,” said Ted Leonsis, outgoing Chairman of the Board, who is now Lead Independent Director. “Over the last two years, Eric has worked tirelessly for the company and the business is much stronger today because of it.”

“I am honored to be leading the company as Groupon evolves into a daily habit in our customers’ lives,” said Williams. “Under Eric, we made significant strides in establishing our marketplace. That work will continue with a greater focus than ever. As CEO, my top priority is to unlock the long-term growth potential in the business by demonstrating everything the new Groupon has to offer. We have a great team here and I look forward to the opportunities ahead of us.”

“Cracking the code in local commerce is not easy. We’ve come a long way in building a leading local commerce marketplace in the last two years,” said Lefkofsky. “With his deep experience in e-commerce — both in and outside of Groupon — and expertise in marketing, operations and technology, Rich was the obvious choice to lead Groupon.”

“I’m assuming the CEO role with three immediate priorities,” Williams said. “First, we will renew our investment in customer acquisition to introduce more new customers to our marketplace and accelerate growth. Second, we will increase our focus on streamlining our international operations to ensure we are operating as lean and efficiently as possible. Finally, we will shift our Shopping category away from lower margin ‘empty calorie’ products to grow a sustainable, healthy Goods business with stronger margins.”

As for Groupon’s financials, the company announced gros billings of $1.47 billion, revenue of $713.6 million, GAAP loss per share of $0.04 and non-GAAP earnings per share of $0.05.

Here’s the release in its entirety:

CHICAGO–(BUSINESS WIRE)– Groupon, Inc. (NASDAQ: GRPN) today announced financial results for the quarter ended September 30, 2015.

The company also announced that Chief Operating Officer Rich Williams will assume the role of Chief Executive Officer. Outgoing CEO Eric Lefkofsky will once again serve as Chairman of the Board of Directors. Outgoing Chairman Ted Leonsis will now serve as Lead Independent Director.

“Over the past few years, we’ve repositioned the business for success and strengthened our foundation. On a trailing twelve-month basis, we generated $3.1 billion in revenue, $1.4 billion in gross profit, $283 million in adjusted EBITDA and $228 million in free cash flow,” Lefkofsky said.

“We’ve successfully transformed Groupon to support our next stage of growth. The business is stable, the marketplace is scaling, and we are ready to take our next big step. Now is the right time for me to return to my role as Chairman, and let Rich, who has done a tremendous job over the past four years, lead Groupon during this next stage.”

Third Quarter 2015 Summary

Gross billings, which reflect the total dollar value of customer purchases of goods and services, was $1.47 billion in the third quarter 2015, compared with $1.49 billion in the third quarter 2014. Gross billings declined 2% globally, but grew 6% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America billings increased 12%, EMEA declined 1% and Rest of World was approximately flat.

Revenue was $713.6 million in the third quarter 2015, compared with $714.3 million in the third quarter 2014. Revenue was approximately flat, but grew 7% excluding the unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter. On this F/X neutral basis, North America revenue increased 11%, EMEA increased 2% and Rest of World declined 5%.

Gross profit was $328.9 million in the third quarter 2015, compared with $355.3 million in the third quarter 2014. Excluding the $26.4 million unfavorable impact from year-over-year changes in foreign exchange rates throughout the quarter, gross profit would have been$355.4 million.

Adjusted EBITDA, a non-GAAP financial measure, was $56.3 million in the third quarter 2015, compared with $63.9 million in the third quarter 2014.

Net loss attributable to common stockholders was $27.6 million, or $0.04 per share. Non-GAAP earnings attributable to common stockholders was $32.5 million, or $0.05 per share.

Third quarter 2015 results include pre-tax charges of $24.1 million and $37.5 million related to the previously announced restructuring program and securities litigation, respectively, a $13.7 million pre-tax gain from the sale of a controlling stake in Groupon India and a$17.8 million income tax benefit from a reduction in liabilities for uncertain tax positions.

Operating cash flow for the trailing twelve months ended September 30, 2015 was $316.4 million. Free cash flow, a non-GAAP financial measure, was negative $35.3 million in the third quarter 2015, bringing free cash flow for the trailing twelve months ended September 30, 2015 to $227.8 million.

Cash and cash equivalents as of September 30, 2015 was $963.6 million and borrowings against our revolving credit facility were $195.0 million.

“We delivered a solid third quarter and one that was largely in line with our expectations,” said Groupon interim CFO Brian Kayman. “Our fourth quarter guidance reflects increased investments in marketing, and a tighter focus on margin improvement, both domestically and abroad.”

Definitions and reconciliations of all non-GAAP financial measures are included below in the section titled “Non-GAAP Financial Measures” and in the accompanying tables.

Highlights

Units: Global units, defined as vouchers and products sold before cancellations and refunds, increased 1% year-over-year to 52 million in the third quarter 2015. North America units increased 11%, EMEA units increased 1% and Rest of World units declined 23%.

Active deals: At the end of the third quarter 2015, on average, active deals were nearly 570,000 globally, with over 290,000 in North America. Both include the addition of approximately 80,000 Coupons.

Active customers: Active customers, or customers that have purchased a voucher or product within the last twelve months, grew 4% year-over-year, to 48.6 million as of September 30, 2015, comprising 25.2 million in North America, 15.4 million in EMEA, and 8.0 million in Rest of World.

Customer spend: Third quarter 2015 trailing twelve month billings per average active customer was $132, compared with $137 in the third quarter 2014.

Share Repurchase

During the third quarter 2015, Groupon repurchased 44,149,663 shares of its Class A common stock for an aggregate purchase price of $192.9 million. Up to $268.1 million of Class A common stock remains available for repurchase under Groupon’s share repurchase program throughAugust 2017. The timing and amount of any share repurchases are determined based on market conditions, share price and other factors, and the programs may be discontinued or suspended at any time.

Outlook

Groupon’s outlook for the fourth quarter reflects current foreign exchange rates, as well as expected marketing investments in customer acquisition.

For the fourth quarter 2015, Groupon expects revenue of between $815 million and $865 million. This guidance anticipates nearly 400 basis points of unfavorable impact on the year-over-year growth rate from changes in foreign exchange rates. Groupon expects Adjusted EBITDA for the fourth quarter 2015 of between $40 million and $60 million, and non-GAAP earnings per share of between negative $0.01 and positive$0.01.

Conference Call

A conference call will be webcast live today at 4:00 p.m. CST / 5:00 p.m. EST, and will be available on Groupon’s investor relations website athttp://investor.groupon.com. This call will contain forward-looking statements and other material information regarding the Company’s financial and operating results.

Groupon encourages investors to use its investor relations website as a way of easily finding information about the company. Grouponpromptly makes available on this website, free of charge, the reports that the company files or furnishes with the SEC, corporate governance information (including Groupon’s Global Code of Conduct), and select press releases and social media postings.

Non-GAAP Financial Measures

In addition to financial results reported in accordance with U.S. generally accepted accounting principles (U.S. GAAP), we have provided the following non-GAAP financial measures in this release and the accompanying tables: foreign exchange rate neutral operating results, adjusted EBITDA, non-GAAP net income attributable to common stockholders, non-GAAP earnings per share and free cash flow. These non-GAAP financial measures, which are presented on a continuing operations basis, are intended to aid investors in better understanding Groupon’scurrent financial performance and its prospects for the future as seen through the eyes of management. We believe that these non-GAAP financial measures facilitate comparisons with our historical results and with the results of peer companies who present similar measures (although other companies may define non-GAAP measures differently than we define them, even when similar terms are used to identify such measures). However, non-GAAP financial measures are not intended to be a substitute for those reported in accordance with U.S. GAAP. For reconciliations of these measures to the most applicable financial measures under U.S. GAAP, see “Non-GAAP Reconciliation Schedules” and “Supplemental Financial Information and Business Metrics” included in the tables accompanying this release.

We exclude the following items from one or more of our non-GAAP financial measures:

Stock-based compensation. We exclude stock-based compensation because it is primarily non-cash in nature and we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and liquidity.

Acquisition-related expense (benefit), net. Acquisition-related expense (benefit), net is comprised of the change in the fair value of contingent consideration arrangements and external transaction costs related to business combinations, primarily consisting of legal and advisory fees. The composition of our contingent consideration arrangements and the impact of those arrangements on our operating results vary over time based on a number of factors, including the terms of our business combinations and the timing of those transactions. We exclude acquisition-related expense (benefit), net because we believe that non-GAAP financial measures excluding this item provide meaningful supplemental information about our operating performance and facilitate comparisons to our historical operating results.

Depreciation and amortization. We exclude depreciation and amortization expenses because they are non-cash in nature and we believe that non-GAAP financial measures excluding these items provide meaningful supplemental information about our operating performance and liquidity.

Interest and Other Non-Operating Items. Interest and other non-operating items include: interest income, interest expense, gains and losses related to minority investments, and foreign currency gains and losses. We exclude interest and other non-operating items from certain of our non-GAAP financial measures because we believe that excluding these items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical operating results.

Items That Are Unusual in Nature or Infrequently Occurring. For the three and nine months ended September 30, 2015, items that we believe to be unusual in nature or infrequently occurring were (a) charges related to our restructuring program, (b) the gain on our disposition of Groupon India, (c) the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations and (d) the expense related to a significant increase in the contingent liability for our securities litigation matter. We exclude items that are unusual in nature or infrequently occurring because we believe that excluding those items provides meaningful supplemental information about our core operating performance and facilitates comparisons to our historical results.

Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows:

Foreign exchange rate neutral operating results show our current period operating results as if foreign currency exchange rates had remained the same as those in effect in the comparable prior-year period. We present foreign exchange rate neutral information to facilitate comparisons to our historical operating results.

Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) from continuing operations excluding income taxes, interest and other non-operating items, depreciation and amortization, stock-based compensation, acquisition-related expense (benefit), net and other items that are unusual in nature or infrequently occurring. Our definition of Adjusted EBITDA may differ from similar measures used by other companies, even when similar terms are used to identify such measures. Adjusted EBITDA is a key measure used by our management and Board of Directors to evaluate operating performance, generate future plans and make strategic decisions regarding the allocation of capital. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and Board of Directors.

Non-GAAP net income (loss) attributable to common stockholders and non-GAAP earnings (loss) per share adjust our net income (loss) attributable to common stockholders and earnings (loss) per share to exclude the impact of:

stock-based compensation,

amortization of acquired intangible assets,

acquisition-related expense (benefit), net,

items that are unusual in nature or infrequently occurring,

non-operating foreign currency gains and losses related to intercompany balances and reclassifications of cumulative translation adjustments to earnings as a result of business dispositions,

non-operating gains and losses from minority investments that we have elected to record at fair value with changes in fair value reported in earnings,

income (loss) from discontinued operations and

the income tax effect of those items.

We believe that excluding these items from our measures of non-GAAP net income (loss) attributable to common stockholders and earnings (loss) per share provides useful supplemental information for evaluating our operating performance and facilitates comparisons to our historical results by eliminating items that are non-cash in nature, relate to discrete events or are otherwise not indicative of the core operating performance of our ongoing business.

Free cash flow is a non-GAAP financial measure that comprises net cash provided by (used in) operating activities from continuing operations less purchases of property and equipment and capitalized software from continuing operations. We use free cash flow, and ratios based on it, to conduct and evaluate our business because, although it is similar to cash flow from operations, we believe that it typically represents a more useful measure of cash flows because purchases of fixed assets, software developed for internal-use and website development costs are necessary components of our ongoing operations. Free cash flow is not intended to represent the total increase or decrease in Groupon’s cash balance for the applicable period.

Note on Forward-Looking Statements

The statements contained in this release that refer to plans and expectations for the next quarter, the full year or the future are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve a number of risks and uncertainties, and actual results could differ materially from those discussed. The words “may,” will,” should,” “could,” “expect,” anticipate,” “believe,” “estimate,” intend,” “continue” and other similar expressions are intended to identify forward-looking statements. The risks and uncertainties that could cause our results to differ materially from those included in the forward-looking statements include, but are not limited to, volatility in our revenue and operating results; risks related to our business strategy, including our marketing strategy and spend and the productivity of those marketing investments; the impact of our shift away from lower-margin products in our Goods category; effectively dealing with challenges arising from our international operations including fluctuations in currency exchange rates; retaining existing customers and adding new customers, including as we increase our marketing spend and shift away from lower-margin products in our Goods category; retaining and adding new and high quality merchants; cyber security breaches; incurring expenses as we expand our business; competing successfully in our industry; maintaining favorable payment terms with our business partners; providing a strong mobile experience for our customers; delivery and routing of our emails; maintaining a strong brand; managing inventory and order fulfillment risks; integrating our technology platforms; managing refund risks; retaining, attracting and integrating members of our executive team; litigation; compliance with domestic and foreign laws and regulations, including the CARD Act and regulation of the Internet and e-commerce; tax liabilities; tax legislation; maintaining our information technology infrastructure; protecting our intellectual property; completing and realizing the anticipated benefits from acquisitions, dispositions, joint ventures and strategic investments; seasonality; payment-related risks; customer and merchant fraud; global economic uncertainty; our ability to raise capital if necessary; difficulties, delays or our inability to successfully complete all or part of the announced restructuring actions or to realize the operating efficiencies and other benefits of such restructuring actions; higher than anticipated restructuring charges or changes in the timing of such restructuring charges; and the impact of our ongoing strategic review and any potential strategic alternatives we may choose to pursue. For additional information regarding these and other risks and uncertainties, we urge you to refer to the factors included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the company’s Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 and our other filings with the Securities and Exchange Commission, copies of which may be obtained by visiting the company’s Investor Relations web site at http://investor.groupon.com or theSEC’s web site at www.sec.gov. Groupon’s actual results could differ materially from those predicted or implied and reported results should not be considered an indication of future performance.

You should not rely upon forward-looking statements as predictions of future events. Although Groupon believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither the company nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. The forward-looking statements reflect Groupon’s expectations as of November 3, 2015. Groupon undertakes no obligation to update publicly any forward-looking statements for any reason after the date of this release to conform these statements to actual results or to changes in its expectations.

About Groupon

Groupon (NASDAQ: GRPN) is a global leader of local commerce and the place you start when you want to buy just about anything, anytime, anywhere. By leveraging the company’s global relationships and scale, Groupon offers consumers a vast marketplace of unbeatable deals all over the world. Shoppers discover the best a city has to offer on the web or on mobile with Groupon Local, enjoy vacations with Groupon Getaways, and find a curated selection of electronics, fashion, home furnishings and more with Groupon Goods.

Groupon is redefining how traditional small businesses attract, retain and interact with customers by providing merchants with a suite of products and services, including customizable deal campaigns, credit card payment processing capabilities, and point-of-sale solutions that help businesses grow and operate more effectively. To search for great deals or subscribe to Groupon emails, visit www.Groupon.com. To download Groupon’s top-rated mobile apps, visit www.groupon.com/mobile. To learn more about the company’s merchant solutions and how to work with Groupon, visit www.GrouponWorks.com

Groupon, Inc.

Summary Consolidated and Segment Results

(in thousands, except share and per share amounts)

(unaudited)

The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the nine months ended September 30, 2015. Additionally, the assets and liabilities for Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.

Three Months Ended September 30, Nine Months Ended September 30,

2015 2014 Y/Y % Growth FX Effect⁽²⁾ Y/Y % Growth
excluding FX⁽²⁾ 2015 2014 Y/Y % Growth FX Effect⁽²⁾ Y/Y % Growth
excluding FX⁽²⁾

Gross Billings⁽¹⁾:

North America $ 869,203 $ 774,286 12.3 % $ (1,649 ) 12.5 % $ 2,659,436 $ 2,354,900 12.9 % $ (3,904 ) 13.1 %

EMEA 414,482 489,423 (15.3 ) (72,345 ) (0.5 ) 1,307,207 1,486,266 (12.0 ) (256,158 ) 5.2

Rest of World 183,849 226,638 (18.9 ) (43,127 ) 0.1 581,905 671,997 (13.4 ) (101,105 ) 1.6

Consolidated gross billings $ 1,467,534 $ 1,490,347 (1.5 ) % $ (117,121 ) 6.3 % $ 4,548,548 $ 4,513,163 0.8 % $ (361,167 ) 8.8 %

Revenue:

North America $ 463,931 $ 418,494 10.9 % $ (405 ) 11.0 % $ 1,425,095 $ 1,273,487 11.9 % $ (943 ) 12.0 %

EMEA 199,287 230,072 (13.4 ) (35,863 ) 2.2 619,554 688,655 (10.0 ) (124,694 ) 8.1

Rest of World 50,377 65,703 (23.3 ) (12,004 ) (5.1 ) 157,697 196,753 (19.9 ) (28,147 ) (5.5 )

Consolidated revenue $ 713,595 $ 714,269 (0.1 ) % $ (48,272 ) 6.7 % $ 2,202,346 $ 2,158,895 2.0 % $ (153,784 ) 9.1 %

Income (loss) from operations $ (70,423 ) $ 1,049 (6,813.3 ) % $ 633 (6,873.7 ) % $ (74,354 ) $ (2,939 ) (2,429.9 ) % $ 679 (2,453.0 ) %

Income (loss) from continuing operations (24,613 ) (12,573 ) (56,619 ) (45,039 )

Income (loss) from discontinued operations, net of tax — (6,445 ) 133,463 (30,264 )

Net income (loss) attributable toGroupon, Inc. $ (27,615 ) $ (21,208 ) $ 67,196 $ (81,878 )

Basic net income (loss) per share:

Continuing operations $ (0.04 ) $ (0.02 ) $ (0.10 ) $ (0.08 )

Discontinued operations — (0.01 ) 0.20 (0.04 )

Basic net income (loss) per share $ (0.04 ) $ (0.03 ) $ 0.10 $ (0.12 )

Diluted net income (loss) per share:

Continuing operations $ (0.04 ) $ (0.02 ) $ (0.10 ) $ (0.08 )

Discontinued operations — (0.01 ) 0.20 (0.04 )

Diluted net income (loss) per share $ (0.04 ) $ (0.03 ) $ 0.10 $ (0.12 )

Weighted average number of shares outstanding

Basic 644,894,785 669,526,524 664,302,630 675,814,535

Diluted 644,894,785 669,526,524 664,302,630 675,814,535

(1) Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

(2) Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and nine months ended September 30, 2014.

Groupon, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2015 2014 2015 2014

Operating activities

Net income (loss) $ (24,613 ) $ (19,018 ) $ 76,844 $ (75,303 )

Less: Income (loss) from discontinued operations, net of tax — (6,445 ) 133,463 (30,264 )

Income (loss) from continuing operations (24,613 ) (12,573 ) (56,619 ) (45,039 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization of property, equipment and software 30,475 25,355 84,241 68,731

Amortization of acquired intangible assets 5,160 5,107 14,966 16,188

Stock-based compensation 35,575 32,680 109,204 85,329

Restructuring charges 24,146 — 24,146 —

Gain on disposition of business (13,710 ) — (13,710 ) —

Deferred income taxes (15,202 ) (2,472 ) (15,252 ) (1,956 )

Excess tax benefits on stock-based compensation 28 (2,641 ) (6,198 ) (12,573 )

Loss on equity method investments — 91 — 459

Gain from changes in fair value of contingent consideration 435 (1,020 ) (268 ) (1,059 )

Loss from changes in fair value of investments 2,564 — 2,114 —

Impairments of investments — 1,448 — 2,036

Change in assets and liabilities, net of acquisitions:

Restricted cash 1,392 6,014 4,555 7,686

Accounts receivable 16,635 (4,337 ) 6,353 (26,557 )

Prepaid expenses and other current assets (33,366 ) (27,040 ) (39,813 ) (22,883 )

Accounts payable 5,371 (5,505 ) (944 ) (12,973 )

Accrued merchant and supplier payables (51,319 ) (32,586 ) (101,852 ) (101,070 )

Accrued expenses and other current liabilities 27,368 7,853 33,413 (21,103 )

Other, net (18,551 ) 31,950 (1,242 ) 44,009

Net cash provided by (used in) operating activities from continuing operations (7,612 ) 22,324 43,094 (20,775 )

Net cash provided by (used in) operating activities from discontinued operations (19,205 ) 23,142 (36,578 ) 22,777

Net cash provided by (used in) operating activities (26,817 ) 45,466 6,516 2,002

Net cash provided by (used in) investing activities from continuing operations (98,028 ) (22,492 ) (146,012 ) (117,643 )

Net cash provided by (used in) investing activities from discontinued operations — (1,415 ) 244,470 (75,924 )

Net cash provided by (used in) investing activities (98,028 ) (23,907 ) 98,458 (193,567 )

Net cash provided by (used in) financing activities (14,821 ) (16,823 ) (185,990 ) (173,068 )

Effect of exchange rate changes on cash and cash equivalents, including cash

classified within current assets held for sale
(6,923 ) (21,102 ) (27,338 ) (20,671 )

Net increase (decrease) in cash and cash equivalents, including cash classified

within current assets held for sale
(146,589 ) (16,366 ) (108,354 ) (385,304 )

Less: Net increase (decrease) in cash classified within current assets held for sale — 20,649 (55,279 ) 43,324

Net increase (decrease) in cash and cash equivalents (146,589 ) (37,015 ) (53,075 ) (428,628 )

Cash and cash equivalents, beginning of period 1,110,148 845,413 1,016,634 1,240,472

Cash and cash equivalents, end of period $ 963,559 $ 808,398 $ 963,559 $ 811,844

Groupon, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2015 2014 2015 2014

Revenue:

Third party and other $ 326,306 $ 362,903 $ 1,027,273 $ 1,133,109

Direct 387,289 351,366 1,175,073 1,025,786

Total revenue 713,595 714,269 2,202,346 2,158,895

Cost of revenue:

Third party and other 46,050 50,774 145,292 153,333

Direct 338,633 308,217 1,043,729 918,362

Total cost of revenue 384,683 358,991 1,189,021 1,071,695

Gross profit 328,912 355,278 1,013,325 1,087,200

Operating expenses:

Marketing 61,587 55,258 171,127 182,142

Selling, general and administrative 326,248 299,275 904,816 905,919

Restructuring charges 24,146 — 24,146 —

Gain on disposition of business (13,710 ) — (13,710 ) —

Acquisition-related expense (benefit), net 1,064 (304 ) 1,300 2,078

Total operating expenses 399,335 354,229 1,087,679 1,090,139

Income (loss) from operations (70,423 ) 1,049 (74,354 ) (2,939 )

Other income (expense), net ⁽¹⁾ (8,160 ) (20,056 ) (25,146 ) (21,919 )

Income (loss) from continuing operations before provision

(benefit) for income taxes
(78,583 ) (19,007 ) (99,500 ) (24,858 )

Provision (benefit) for income taxes (53,970 ) (6,434 ) (42,881 ) 20,181

Income (loss) from continuing operations (24,613 ) (12,573 ) (56,619 ) (45,039 )

Income (loss) from discontinued operations, net of tax — (6,445 ) 133,463 (30,264 )

Net income (loss) (24,613 ) (19,018 ) 76,844 (75,303 )

Net income (loss) attributable to noncontrolling interests (3,002 ) (2,190 ) (9,648 ) (6,575 )

Net income (loss) attributable to Groupon, Inc. $ (27,615 ) $ (21,208 ) $ 67,196 $ (81,878 )

Basic net income (loss) per share:

Continuing operations $ (0.04 ) $ (0.02 ) $ (0.10 ) $ (0.08 )

Discontinued operations — (0.01 ) 0.20 (0.04 )

Basic net income (loss) per share $ (0.04 ) $ (0.03 ) $ 0.10 $ (0.12 )

Diluted net income (loss) per share:

Continuing operations $ (0.04 ) $ (0.02 ) $ (0.10 ) $ (0.08 )

Discontinued operations — (0.01 ) 0.20 (0.04 )

Diluted net income (loss) per share $ (0.04 ) $ (0.03 ) $ 0.10 $ (0.12 )

Weighted average number of shares outstanding

Basic 644,894,785 669,526,524 664,302,630 675,814,535

Diluted 644,894,785 669,526,524 664,302,630 675,814,535

(1) Other income (expense), net includes foreign currency losses of $5.2 million and $18.6 million for the three months ended September 30, 2015 and 2014, respectively, and foreign currency losses of $22.1 million and $20.1 million for the nine months ended September 30, 2015 and 2014, respectively.

Groupon, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

September 30, 2015 December 31, 2014

(unaudited)

Assets

Current assets:

Cash and cash equivalents $ 963,559 $ 1,016,634

Accounts receivable, net 76,121 90,597

Deferred income taxes 19,349 16,271

Prepaid expenses and other current assets 223,986 192,382

Current assets held for sale — 85,445

Total current assets 1,283,015 1,401,329

Property, equipment and software, net 202,714 176,004

Goodwill 291,084 236,756

Intangible assets, net 40,841 30,609

Investments (including $149.2 million and $7.4 million at September 30, 2015 and December 31,

2014, respectively, at fair value)
163,789 24,298

Deferred income taxes, non-current 28,791 41,323

Other non-current assets 20,407 16,173

Non-current assets held for sale — 301,105

Total Assets $ 2,030,641 $ 2,227,597

Liabilities and Equity

Current liabilities:

Short-term borrowings $ 195,000 $ —

Accounts payable 15,503 13,822

Accrued merchant and supplier payables 640,044 772,156

Accrued expenses 260,883 214,260

Deferred income taxes 28,573 31,998

Other current liabilities 142,925 127,121

Current liabilities held for sale — 166,239

Total current liabilities 1,282,928 1,325,596

Deferred income taxes, non-current 4,756 773

Other non-current liabilities 142,005 129,531

Non-current liabilities held for sale — 6,753

Total Liabilities 1,429,689 1,462,653

Commitments and contingencies

Stockholders’ Equity

Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized,

714,074,671 shares issued and 620,933,460 shares outstanding at September 30, 2015 and

699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014
71 70

Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976

shares issued and outstanding at September 30, 2015 and December 31, 2014
— —

Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued

and outstanding at September 30, 2015 and December 31, 2014
— —

Additional paid-in capital 1,933,994 1,847,420

Treasury stock, at cost, 93,141,211 shares at September 30, 2015 and 27,239,104 shares at

December 31, 2014

(532,530 ) (198,467 )

Accumulated deficit (854,764 ) (921,960 )

Accumulated other comprehensive income 53,369 35,763

Total Groupon, Inc. Stockholders’ Equity 600,140 762,826

Noncontrolling interests 812 2,118

Total Equity 600,952 764,944

Total Liabilities and Equity $ 2,030,641 $ 2,227,597

Groupon, Inc.

Segment Information

(in thousands)

(unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2015 2014 2015 2014

North America

Gross billings ⁽¹⁾ $ 869,203 $ 774,286 $ 2,659,436 $ 2,354,900

Revenue 463,931 418,494 1,425,095 1,273,487

Segment cost of revenue and operating expenses ^(2)(3)(4) 494,843 405,910 1,404,472 1,234,973

Segment operating income (loss) ⁽²⁾ $ (30,912 ) $ 12,584 $ 20,623 $ 38,514

Segment operating income (loss) as a percent of segment gross billings (3.6 )% 1.6 % 0.8 % 1.6 %

Segment operating income (loss) as a percent of segment revenue (6.7 )% 3.0 % 1.4 % 3.0 %

EMEA

Gross billings ⁽¹⁾ $ 414,482 $ 489,423 $ 1,307,207 $ 1,486,266

Revenue 199,287 230,072 619,554 688,655

Segment cost of revenue and operating expenses ^(2)(4)(5) 195,397 207,643 586,343 619,594

Segment operating income (loss) ⁽²⁾ $ 3,890 $ 22,429 $ 33,211 $ 69,061

Segment operating income (loss) as a percent of segment gross billings 0.9 % 4.6 % 2.5 % 4.6 %

Segment operating income (loss) as a percent of segment revenue 2.0 % 9.7 % 5.4 % 10.0 %

Rest of World

Gross billings ⁽¹⁾ $ 183,849 $ 226,638 $ 581,905 $ 671,997

Revenue 50,377 65,703 157,697 196,753

Segment cost of revenue and operating expenses ⁽²⁾⁽⁴⁾ 57,282 67,291 175,542 219,860

Segment operating income (loss) ⁽²⁾ $ (6,905 ) $ (1,588 ) $ (17,845 ) $ (23,107 )

Segment operating income (loss) as a percent of segment gross billings (3.8 )% (0.7 )% (3.1 )% (3.4 )%

Segment operating income (loss) as a percent of segment revenue (13.7 )% (2.4 )% (11.3 )% (11.7 )%

(1) Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

(2) Segment cost of revenue and operating expenses and segment operating income (loss) exclude stock-based compensation and acquisition-related expense (benefit), net.

(3) Segment cost of revenue and operating expenses for North America for the three and nine months ended September 30, 2015 includes a$37.5 million expense related to an increase in the Company’s contingent liability for its securities litigation matter.

(4) Segment cost of revenue and operating expenses for the three and nine months ended September 30, 2015 includes restructuring charges of $1.4 million in North America, $19.7 million in EMEA and $3.0 million in Rest of World.

(5) Segment cost of revenue and operating expenses for EMEA for the three and nine months ended September 30, 2015 includes a $6.7 million expense for the write-off of a prepaid asset related to a marketing program that was discontinued because the counterparty ceased operations.

Groupon, Inc.

Non-GAAP Reconciliation Schedules

(in thousands, except share and per share amounts)

(unaudited)

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP financial measure, “Diluted net income (loss) per share,” for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations.”

Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015

Income (loss) from continuing operations $ (12,573 ) $ 26,566 $ (16,739 ) $ (15,267 ) $ (24,613 )

Adjustments:

Stock-based compensation _⁽¹⁾ 32,680 29,961 35,144 38,467 35,432

Depreciation and amortization 30,462 30,122 32,200 31,372 35,635

Acquisition-related expense (benefit), net (304 ) (809 ) (269 ) 505 1,064

Restructuring charges — — — — 24,146

Gain on disposition of business — — — — (13,710 )

Prepaid marketing write-off — — — — 6,690

Securities litigation expense — — — — 37,500

Other expense (income), net 20,056 11,531 19,927 (2,941 ) 8,160

Provision (benefit) for income taxes (6,434 ) (4,457 ) 2,107 8,982 (53,970 )

Total adjustments 76,460 66,348 89,109 76,385 80,947

Adjusted EBITDA $ 63,887 $ 92,914 $ 72,370 $ 61,118 # $ 56,334

(1) Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other expense (income), net, includes $0.02 million and $0.1 million of additional stock-based compensation for the three months endedJune 30, 2015 and the three months ended September 30, 2015, respectively.

The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three and nine months ended September 30, 2015:

Three Months Ended

September 30, 2015
Nine Months Ended

September 30, 2015

Net income (loss) attributable to common stockholders $ (27,615 ) $ 67,196

Stock-based compensation 35,575 109,204

Amortization of acquired intangible assets 5,160 14,966

Acquisition-related expense (benefit), net 1,064 1,300

Restructuring charges 24,146 24,146

Gain on disposition of business (13,710 ) (13,710 )

Prepaid marketing write-off 6,690 6,690

Securities litigation expense 37,500 37,500

Intercompany foreign losses (gains) and

reclassfication of translation adjustment to

earnings ⁽¹⁾
4,708 20,666

Loss from changes in fair value of investments 2,564 2,114

Income tax effect of above adjustments (43,541 ) (68,932 )

Income from discontinued operations, net of tax — (133,463 )

Non-GAAP net income (loss) attributable to common stockholders $ 32,541 $ 67,677

Diluted shares 644,894,785 644,302,630

Incremental diluted shares 5,385,857 7,017,448

Adjusted diluted shares 650,280,642 651,320,078

Diluted net income (loss) per share $ (0.04 ) $ 0.10

Impact of stock-based compensation,

amortization of acquired intangible assets,

acquisition-related expense (benefit), net,

intercompany foreign currency losses (gains),

items that are unusual in nature and infrequently

occurring, income (loss) from discontinued

operations and related tax effects
0.09 —

Non-GAAP net income (loss) per share $ 0.05 $ 0.10

(1) For the nine months ended September 30, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company’s legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.

Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, “Gross billings,” “Revenue” and “Income (loss) from continuing operations,” respectively, for the periods presented. The Company reconciles “foreign exchange rate neutral Gross billings growth” and “foreign exchange rate neutral Revenue growth” to year-over-year growth rates for the most comparable U.S. GAAP financial measures, “Gross billings growth” and “Revenue growth,” respectively, for the periods presented.

The effect on the Company’s gross billings, revenue and income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:

Three Months Ended September 30, 2015 Three Months Ended September 30, 2015

At Avg. Q3 2014

Rates⁽¹⁾
Exchange Rate

Effect⁽²⁾
As

Reported
At Avg. Q2 2015

Rates⁽³⁾
Exchange Rate

Effect⁽²⁾
As

Reported

Gross billings $ 1,584,655 $ (117,121 ) $ 1,467,534 $ 1,478,528 $ (10,994 ) $ 1,467,534

Revenue 761,867 (48,272 ) 713,595 716,702 (3,107 ) 713,595

Income (loss) from operations $ (71,056 ) $ 633 $ (70,423 ) $ (71,189 ) $ 766 $ (70,423 )

The effect on the Company’s gross billings, revenue and income (loss) from operations from changes in exchange rates versus the U.S. Dollar for the nine months ended September 30, 2015 was as follows:

Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2015

At Avg. Q3 2014

YTD Rates⁽¹⁾
Exchange Rate

Effect⁽²⁾
As

Reported
At Avg. Q4’14-Q2’15

Rates⁽³⁾
Exchange Rate

Effect⁽²⁾
As

Reported

Gross billings $ 4,909,715 $ (361,167 ) $ 4,548,548 $ 4,624,647 $ (76,099 ) $ 4,548,548

Revenue 2,356,130 (153,784 ) 2,202,346 2,234,382 (32,036 ) 2,202,346

(Loss) income from operations $ (75,033 ) $ 679 $ (74,354 ) $ (74,074 ) $ (280 ) $ (74,354 )

(1) Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and nine months ended September 30, 2014.

(2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.

(3) Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and nine months ended June 30, 2015.

The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.

Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015

EMEA Gross billings growth, excluding FX 10 % 8 % 7 % 9 % (1 ) %

FX Effect — (9 ) (18 ) (19 ) (14 )

EMEA Gross billings growth 10 % (1 ) % (11 ) % (10 ) % (15 ) %

Rest of World Gross billings growth, excluding FX 1 % — % (1 ) % 6 % — %

FX Effect (4 ) (10 ) (11 ) (15 ) (19 )

Rest of World Gross billings growth (3 ) % (10 ) % (12 ) % (9 ) % (19 ) %

Consolidated Gross billings growth, excluding FX 12 % 13 % 10 % 10 % 6 %

FX Effect (1 ) (5 ) (8 ) (8 ) (8 )

Consolidated Gross billings growth 11 % 8 % 2 % 2 % (2 ) %

The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.

Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015

EMEA Revenue growth, excluding FX 55 % 18 % 13 % 9 % 2 %

FX Effect 1 (10 ) (19 ) (19 ) (15 )

EMEA Revenue growth 56 % 8 % (6 ) % (10 ) % (13 ) %

Rest of World Revenue growth, excluding FX (20 ) % (9 ) % (8 ) % (4 ) % (5 ) %

FX Effect (4 ) (10 ) (10 ) (14 ) (18 )

Rest of World Revenue growth (24 ) % (19 ) % (18 ) % (18 ) % (23 ) %

Consolidated Revenue growth, excluding FX 21 % 19 % 10 % 11 % 7 %

FX Effect (1 ) (4 ) (7 ) (8 ) (7 )

Consolidated Revenue growth 20 % 15 % 3 % 3 % — %

The effect on North America’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:

At Avg. Q3

2014 Rates ⁽¹⁾
Exchange

Rate

Effect ⁽²⁾
September 30, 2015

As Reported
September 30, 2014

As Reported
Y/Y %

Growth
Y/Y%

Growth

excluding

FX

Local:

Third party and other $ 482,498 $ (890 ) $ 481,608 $ 446,573 7.8 % 8.0 %

Travel:

Third party 102,065 (264 ) 101,801 84,820 20.0 % 20.3 %

Total services 584,563 (1,154 ) 583,409 531,393 9.8 % 10.0 %

Goods:

Third party 9,181 (495 ) 8,686 5,077 71.1 % 80.8 %

Direct 277,108 — 277,108 237,816 16.5 16.5

Total 286,289 (495 ) 285,794 242,893 17.7 % 17.9

Travel:

Third party 102,065 (264 ) 101,801 84,820 20.0 % 20.3 %

Total gross billings $ 870,852 $ (1,649 ) $ 869,203 $ 774,286 12.3 % 12.5 %

The effect on EMEA’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months endedSeptember 30, 2015 was as follows:

At Avg. Q3

2014 Rates ⁽¹⁾
Exchange

Rate

Effect ⁽²⁾
September 30, 2015

As Reported
September 30, 2014

As Reported
Y/Y %

Growth
Y/Y%

Growth

excluding

FX

Local:

Third party and other $ 211,548 $ (29,008 ) $ 182,540 $ 218,615 (16.5 ) % (3.2 ) %

Travel:

Third party 77,825 (12,909 ) 64,916 79,802 (18.7 ) % (2.5 ) %

Total services 289,373 (41,917 ) 247,456 298,417 (17.1 ) % (3.0 ) %

Goods:

Third party 74,621 (10,703 ) 63,918 82,646 (22.7 ) % (9.7 ) %

Direct 122,833 (19,725 ) 103,108 108,360 (4.8 ) 13.4

Total 197,454 (30,428 ) 167,026 191,006 (12.6 ) % 3.4 %

Travel:

Third party 77,825 (12,909 ) 64,916 79,802 (18.7 ) % (2.5 ) %

Total gross billings $ 486,827 $ (72,345 ) $ 414,482 $ 489,423 (15.3 ) % (0.5 ) %

The effect on Rest of World’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:

At Avg. Q3

2014 Rates ⁽¹⁾
Exchange

Rate

Effect ⁽²⁾
September 30, 2015

As Reported
September 30, 2014

As Reported
Y/Y %

Growth
Y/Y%

Growth

excluding

FX

Local:

Third party and other $ 115,909 $ (22,937 ) $ 92,972 $ 120,269 (22.7 ) % (3.6 ) %

Travel:

Third party 38,890 (8,181 ) 30,709 35,754 (14.1 ) % 8.8 %

Total services 154,799 (31,118 ) 123,681 156,023 (20.7 ) % (0.8 ) %

Goods:

Third party 63,749 (10,654 ) 53,095 65,425 (18.8 ) % (2.6 ) %

Direct 8,428 (1,355 ) 7,073 5,190 36.3 62.4

Total 72,177 (12,009 ) 60,168 70,615 (14.8 ) % 2.2 %

Travel:

Third party 38,890 (8,181 ) 30,709 35,754 (14.1 ) % 8.8 %

Total gross billings $ 226,976 $ (43,127 ) $ 183,849 $ 226,638 (18.9 ) % 0.1 %

The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months endedSeptember 30, 2015 was as follows:

At Avg. Q3

2014 Rates ⁽¹⁾
Exchange

Rate

Effect⁽²⁾
September 30, 2015

As Reported
September 30, 2014

As Reported
Y/Y %

Growth
Y/Y%

Growth

excluding

FX

Local:

Third party and other $ 809,955 $ (52,835 ) $ 757,120 $ 785,457 (3.6 ) % 3.1 %

Travel:

Third party 218,780 (21,354 ) 197,426 200,376 (1.5 ) % 9.2 %

Total services 1,028,735 (74,189 ) 954,546 985,833 (3.2 ) % 4.4 %

Goods:

Third party 147,551 (21,852 ) 125,699 153,148 (17.9 ) % (3.7 ) %

Direct 408,369 (21,080 ) 387,289 351,366 10.2 16.2

Total 555,920 (42,932 ) 512,988 504,514 1.7 % 10.2 %

Total gross billings $ 1,584,655 $ (117,121 ) $ 1,467,534 $ 1,490,347 (1.5 ) % 6.3 %

(1) Represents the financial statement balances that would have resulted had average exchange rates in the reporting period been the same as those in effect during the three months ended September 30, 2014.

(2) Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior year period.

Groupon, Inc.

Supplemental Financial Information and Business Metrics ^(9)(10)

(financial data in thousands; active customers in millions)

(unaudited)

Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015

Segments

North America Segment:

Gross Billings ⁽¹⁾:

Local ⁽²⁾ Gross Billings $ 446,573 $ 499,250 $ 512,558 $ 499,378 $ 481,608

Travel Gross Billings 84,820 80,296 96,678 102,908 101,801

Gross Billings – Services 531,393 579,546 609,236 602,286 583,409

Gross Billings – Goods 242,893 369,033 284,741 293,970 285,794

Total Gross Billings $ 774,286 $ 948,579 $ 893,977 $ 896,256 $ 869,203

Year-over-year growth 16 % 20 % 14 % 12 % 12 %

% Third Party and Other 69 % 62 % 69 % 68 % 68 %

% Direct 31 % 38 % 31 % 32 % 32 %

Gross Billings Trailing Twelve Months (TTM) $ 3,143,621 $ 3,303,479 $ 3,415,687 $ 3,513,098 $ 3,608,015

Revenue ⁽³⁾:

Local Revenue $ 161,912 $ 170,946 $ 180,864 $ 172,461 $ 163,786

Travel Revenue 17,627 17,165 19,989 21,958 21,394

Revenue – Services 179,539 188,111 200,853 194,419 185,180

Revenue – Goods 238,955 362,863 279,029 286,863 278,751

Total Revenue $ 418,494 $ 550,974 $ 479,882 $ 481,282 $ 463,931

Year-over-year growth 16 % 24 % 11 % 14 % 11 %

% Third Party and Other 43 % 35 % 42 % 41 % 40 %

% Direct 57 % 65 % 58 % 59 % 60 %

Revenue TTM $ 1,717,271 $ 1,824,461 $ 1,873,281 $ 1,930,632 $ 1,976,069

Gross Profit ⁽⁴⁾:

Local Gross Profit $ 138,189 $ 147,582 $ 154,776 $ 147,574 $ 138,798

% of North America Local Gross Billings 30.9 % 29.6 % 30.2 % 29.6 % 28.8 %

Travel Gross Profit 14,000 14,187 15,791 18,385 17,644

% of North America Travel Gross Billings 16.5 % 17.7 % 16.3 % 17.9 % 17.3 % %

Gross Profit – Services 152,189 161,769 170,567 165,959 156,442

% of North America Services Gross Billings 28.6 % 27.9 % 28.0 % 27.6 % 26.8 %

Gross Profit – Goods 23,953 34,404 23,923 30,598 34,801

% of North America Goods Gross Billings 9.9 % 9.3 % 8.4 % 10.4 % 12.2 %

Total Gross Profit $ 176,142 $ 196,173 $ 194,490 $ 196,557 $ 191,243

Year-over-year growth 3 % 13 % 8 % 9 % 9 %

% Third Party and Other 87 % 83 % 88 % 85 % 83 %

% Direct 13 % 17 % 12 % 15 % 17 %

% of North America Total Gross Billings 22.7 % 20.7 % 21.8 % 21.9 % 22.0 %

EMEA Segment:

Gross Billings:

Local Gross Billings $ 218,615 $ 242,119 $ 217,598 $ 198,553 $ 182,540

Travel Gross Billings 79,802 72,710 65,065 59,544 64,916

Gross Billings – Services 298,417 314,829 282,663 258,097 247,456

Gross Billings – Goods 191,006 245,712 176,526 175,439 167,026

Total Gross Billings $ 489,423 $ 560,541 $ 459,189 $ 433,536 $ 414,482

Year-over-year growth 10 % (1 ) % (11 ) % (10 ) % (15 ) %

Year-over-year growth, excluding FX 10 % 8 % 7 % 9 % (1 ) %

% Third Party and Other 78 % 74 % 77 % 76 % 75 %

% Direct 22 % 26 % 23 % 24 % 25 %

Gross Billings TTM $ 2,051,979 $ 2,046,807 $ 1,992,408 $ 1,942,689 $ 1,867,748

Revenue:

Local Revenue $ 90,002 $ 95,572 $ 82,536 $ 75,543 $ 70,781

Travel Revenue 16,960 16,321 14,717 13,100 13,561

Revenue – Services 106,962 111,893 97,253 88,643 84,342

Revenue – Goods 123,110 160,582 118,967 115,404 114,945

Total Revenue $ 230,072 $ 272,475 $ 216,220 $ 204,047 $ 199,287

Year-over-year growth 56 % 8 % (6 ) % (10 ) % (13 ) %

Year-over-year growth, excluding FX 55 % 18 % 13 % 9 % 2 %

% Third Party and Other 53 % 46 % 51 % 48 % 48 %

% Direct 47 % 54 % 49 % 52 % 52 %

Revenue TTM $ 939,860 $ 961,130 $ 946,457 $ 922,814 $ 892,029

Gross Profit:

Local Gross Profit $ 83,956 $ 90,150 $ 77,356 $ 70,270 $ 66,288

% of EMEA Local Gross Billings 38.4 % 37.2 % 35.5 % 35.4 % 36.3 %

Travel Gross Profit 15,440 15,226 12,400 11,939 12,323

% of EMEA Travel Gross Billings 19.3 % 20.9 % 19.1 % 20.1 % 19.0 % %

Gross Profit – Services 99,396 105,376 89,756 82,209 78,611

% of EMEA Services Gross Billings 33.3 % 33.5 % 31.8 % 31.9 % 31.8 %

Gross Profit – Goods 32,252 38,154 25,481 21,878 24,905

% of EMEA Goods Gross Billings 16.9 % 15.5 % 14.4 % 12.5 % 14.9 %

Total Gross Profit $ 131,648 $ 143,530 $ 115,237 $ 104,087 $ 103,516

Year-over-year growth 6 % (6 ) % (18 ) % (26 ) % (21 ) %

% Third Party and Other 85 % 82 % 87 % 86 % 86 %

% Direct 15 % 18 % 13 % 14 % 14 %

% of EMEA Total Gross Billings 26.9 % 25.6 % 25.1 % 24.0 % 25.0 %

Rest of World Segment:

Gross Billings:

Local Gross Billings $ 120,269 $ 105,420 $ 99,735 $ 100,403 $ 92,972

Travel Gross Billings 35,754 32,313 32,946 31,263 30,709

Gross Billings – Services 156,023 137,733 132,681 131,666 123,681

Gross Billings – Goods 70,615 77,816 66,154 67,555 60,168

Total Gross Billings $ 226,638 $ 215,549 $ 198,835 $ 199,221 $ 183,849

Year-over-year growth (3 ) % (10 ) % (12 ) % (9 ) % (19 ) %

Year-over-year growth, excluding FX 1 % — % (1 ) % 6 % — %

% Third Party and Other 98 % 96 % 98 % 97 % 96 %

% Direct 2 % 4 % 2 % 3 % 4 %

Gross Billings TTM $ 910,670 $ 887,546 $ 861,032 $ 840,243 $ 797,454

Revenue:

Local Revenue $ 39,034 $ 32,264 $ 30,281 $ 28,499 $ 26,372

Travel Revenue 7,243 5,757 6,495 6,363 6,135

Revenue – Services 46,277 38,021 36,776 34,862 32,507

Revenue – Goods 19,426 21,758 17,478 18,204 17,870

Total Revenue $ 65,703 $ 59,779 $ 54,254 $ 53,066 $ 50,377

Year-over-year growth (24 ) % (19 ) % (18 ) % (18 ) % (23 ) %

Year-over-year growth, excluding FX (20 ) % (9 ) % (8 ) % (4 ) % (5 ) %

% Third Party and Other 92 % 86 % 91 % 87 % 86 %

% Direct 8 % 14 % 9 % 13 % 14 %

Revenue TTM $ 270,211 $ 256,532 $ 244,326 $ 232,802 $ 217,476

Gross Profit:

Local Gross Profit $ 34,373 $ 27,175 $ 26,161 $ 24,567 $ 22,568

% of Rest of World Local Gross Billings 28.6 % 25.8 % 26.2 % 24.5 % 24.3 %

Travel Gross Profit 5,544 3,815 4,906 5,012 4,859

% of Rest of World Travel Gross Billings 15.5 % 11.8 % 14.9 % 16.0 % 15.8 %

Gross Profit – Services 39,917 30,990 31,067 29,579 27,427

% of Rest of World Services Gross Billings 25.6 % 22.5 % 23.4 % 22.5 % 22.2 %

Gross Profit – Goods 7,571 7,416 6,612 6,784 6,726

% of Rest of World Goods Gross Billings 10.7 % 9.5 % 10.0 % 10.0 % 11.2 %

Total Gross Profit $ 47,488 $ 38,406 $ 37,679 $ 36,363 $ 34,153

Year-over-year growth (26 ) % (24 ) % (16 ) % (20 ) % (28 ) %

% Third Party and Other 100 % 96 % 99 % 99 % 99 %

% Direct — % 4 % 1 % 1 % 1 %

% of Rest of World Total Gross Billings 21.0 % 17.8 % 18.9 % 18.3 % 18.6 %

Consolidated Results of Operations:

Gross Billings:

Local Gross Billings $ 785,457 $ 846,789 $ 829,891 $ 798,334 $ 757,120

Travel Gross Billings 200,376 185,319 194,689 193,715 197,426

Gross Billings – Services 985,833 1,032,108 1,024,580 992,049 954,546

Gross Billings – Goods 504,514 692,561 527,421 536,964 512,988

Total Gross Billings $ 1,490,347 $ 1,724,669 $ 1,552,001 $ 1,529,013 $ 1,467,534

Year-over-year growth 11 % 8 % 2 % 2 % (2 ) %

Year-over-year growth, excluding FX 12 % 13 % 10 % 10 % 6 %

% Third Party and Other 76 % 70 % 75 % 74 % 74 %

% Direct 24 % 30 % 25 % 26 % 26 %

Gross Billings TTM $ 6,106,270 $ 6,237,832 $ 6,269,127 $ 6,296,030 $ 6,273,217

Year-over-year growth 7 % 8 % 7 % 6 % 3 % %

Revenue:

Local Revenue $ 290,948 $ 298,782 $ 293,681 $ 276,503 $ 260,939

Travel Revenue 41,830 39,243 41,201 41,421 41,090

Revenue – Services 332,778 338,025 334,882 317,924 302,029

Revenue – Goods 381,491 545,203 415,474 420,471 411,566

Total Revenue $ 714,269 $ 883,228 $ 750,356 $ 738,395 $ 713,595

Year-over-year growth 20 % 15 % 3 % 3 % (0 ) %

Year-over-year growth, excluding FX 21 % 19 % 10 % 11 % 7 %

% Third Party and Other 51 % 42 % 48 % 46 % 46 %

% Direct 49 % 58 % 52 % 54 % 54 %

Revenue TTM $ 2,927,342 $ 3,042,123 $ 3,064,064 $ 3,086,248 $ 3,085,574

Year-over-year growth 20 % 18 % 13 % 10 % 5 %

Gross Profit:

Local Gross Profit $ 256,518 $ 264,907 $ 258,293 $ 242,411 $ 227,654

% of Consolidated Local Gross Billings 32.7 % 31.3 % 31.1 % 30.4 % 30.1 %

Travel Gross Profit 34,984 33,228 33,097 35,336 34,826

% of Consolidated Travel Gross Billings 17.5 % 17.9 % 17.0 % 18.2 % 17.6 %

Gross Profit – Services 291,502 298,135 291,390 277,747 262,480

% of Consolidated Services Gross Billings 29.6 % 28.9 % 28.4 % 28.0 % 27.5 %

Gross Profit – Goods 63,776 79,974 56,016 59,260 66,432

% of Consolidated Goods Gross Billings 12.6 % 11.5 % 10.6 % 11.0 % 13.0 %

Total Gross Profit $ 355,278 $ 378,109 $ 347,406 $ 337,007 $ 328,912

Year-over-year growth (1 ) % — % (5 ) % (8 ) % (7 ) %

% Third Party and Other 88 % 84 % 89 % 87 % 85 %

% Direct 12 % 16 % 11 % 13 % 15 %

% of Total Consolidated Gross Billings 23.8 % 21.9 % 22.4 % 22.0 % 22.4 %

Marketing $ 55,258 $ 59,812 $ 52,533 $ 57,007 $ 61,587

Selling, general and administrative $ 299,275 $ 285,472 $ 289,847 $ 288,721 $ 326,248

Adjusted EBITDA $ 63,887 $ 92,914 $ 72,370 $ 61,118 $ 56,334

% of Total Consolidated Gross Billings 4.3 % 5.4 % 4.7 % 4.0 % 3.8 %

% of Total Consolidated Revenue 8.9 % 10.5 % 9.6 % 8.3 % 7.9 %

Free cash flow is a non-GAAP financial measure. The following is a reconciliation of free cash flow to the most comparable U.S. GAAP financial measure, “Net cash provided by (used in) operating activities from continuing operations.”

Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015

Net cash provided by (used in) operating activities from continuing operations $ 22,324 $ 273,272 $ 40,711 $ 9,995 $ (7,612 )

Purchases of property and equipment and capitalized software from continuing operations (18,638 ) (20,117 ) (18,294 ) (22,452 ) (27,735 )

Free cash flow $ 3,686 $ 253,155 $ 22,417 $ (12,457 ) $ (35,347 )

Net cash provided by (used in) operating activities from continuing operations (TTM) $ 157,500 $ 252,497 $ 307,782 $ 346,302 $ 316,366

Purchases of property and equipment and capitalized software from continuing operations (TTM) (83,374 ) (83,560 ) (85,761 ) (79,501 ) (88,598 )

Free cash flow (TTM) $ 74,126 $ 168,937 $ 222,021 $ 266,801 $ 227,768

Net cash provided by (used in) investing activities from continuing operations $ (19,046 ) $ (35,175 ) $ (19,443 ) $ (28,541 ) $ (98,028 )

Net cash provided by (used in) financing activities $ (16,823 ) $ (21,088 ) $ (32,942 ) $ (138,227 ) $ (14,821 )

Net cash provided by (used in) investing activities from continuing operations (TTM) $ (137,527 ) $ (149,372 ) $ (105,821 ) $ (102,205 ) $ (181,187 )

Net cash provided by (used in) financing activities (TTM) $ (228,512 ) $ (194,156 ) $ (185,606 ) $ (209,080 ) $ (207,078 )

Other Metrics:

Active Customers ⁽⁶⁾

North America 23.5 24.1 24.6 24.9 25.2

EMEA 14.9 15.2 15.3 15.5 15.4

Rest of World 8.2 8.1 8.2 8.2 8.0

Total Active Customers 46.6 47.4 48.1 48.6 48.6

TTM Gross Billings / Average Active Customer⁽⁷⁾

North America $ 145 $ 147 $ 147 $ 148 $ 148

EMEA 142 139 134 130 123

Rest of World 108 105 101 98 99

Consolidated 137 137 135 133 132

Global headcount as of September 30, 2015 and 2014 was as follows:

Q3 2014 Q3 2015

Sales ⁽⁸⁾ 4,420 4,168

% North America 29 % 33 %

% EMEA 43 % 42 %

% Rest of World 28 % 25 %

Other 6,228 6,301

Total Headcount 10,648 10,469

(1) Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

(2) Local represents deals from local merchants, deals with national merchants, and deals through local events. Other revenue transactions include advertising, payment processing, point of sale and commission revenue.

(3) Includes third party revenue, direct revenue and other revenue. Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue. Other revenue primarily consists of advertising revenue, payment processing revenue, point of sale revenue and commission revenue.

(4) Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.

(5) Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.

(6) Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.

(7) Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.

(8) Includes merchant sales representatives, as well as sales support from continuing operations.

(9) Financial information and other metrics have been retrospectively adjusted to exclude Ticket Monster, which has been classified as discontinued operations.

(10) The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151103006897/en/

Groupon
Investor Relations
Genny Konz
Tom Grant
312-999-3098
ir@groupon.com
or
Public Relations
Bill Roberts
312-459-5191

Source: Groupon

November 3, 2015

Scott Disick’s Alleged Girlfriend Denies Relationship Amid Pregnancy Rumors

Just when things were starting to look up for Scott Disick, rumors about him getting his underage girlfriend pregnant surface.

OK! Exclusive: Scott Disick’s teen fling Lindsay reveals a pregnancy shocker and Kourtney Kardashian is furious! http://t.co/qaUYbxS47i

— OK! Magazine USA (@OKMagazine) October 17, 2015

After his much-publicized split from reality star Kourtney Kardashian, Disick became the subject of rumor and speculation after photos of himself getting cozy with a blonde young lady appeared in tabloids and various online publications.

The mysterious girl is 18-year-old Lindsay Vrckovnik, a Canadian model and recent high school graduate who is now attending Parsons School of Design in New York City. Disick and Vrckovnik were recently seen and photographed having a good time in Miami as well as sharing a few pints of beer in New York’s East Village area.

Before that, Disick was also rumored to have cheated on Kourtney with one of his closest female friends, stylist Chloe Bartoli. Photos of them spending time together in France and being quite affectionate with each other also took over the Internet when they came out.

Chloe Bartoli speaks out about alleged romantic relationship with @ScottDisick: http://t.co/OOkcb6dBWZ pic.twitter.com/xn6L9R0hzA — CELEBUZZ (@CELEBUZZ) July 22, 2015

Vrckovnik finally broke her silence about the issue and responded to reports that she is pregnant with Disick’s fourth child. According to gossip site TMZ, she and Disick are not in a romantic or sexual relationship and that they met for the first time in New York City but did not fly to Miami with him. She was vacationing with her friends and Disick simply flew over there to join them.

The model, who also happens to be a painter and photographer, reportedly has a boyfriend in Canada. However, the rumors involving her and Disick were said to have caused a rift between the two of them.

Disick has bigger problems, though – Kourtney has enlisted the expertise of divorce lawyer Laura Wasser to deal with their properties as well as custody of their three children.

Kourtney Kardashian hires lawyer to fight for full custody of children and to protect her millions from Scott Disick! http://t.co/VFDrzFEnNN

— OK! Magazine USA (@OKMagazine) July 23, 2015

Most people know Disick as Kourtney’s longtime partner and reality TV star. However, he is actually a business partner in the Kardashian women’s fashion enterprises.

According to RadarOnline, Kourtney is aiming for full custody of their children and Scott Disick intends to get his share of the businesses’ revenues.

October 20, 2015
Claire Danes Recalls Relationship With Billy Crudup, His Split from Mary-Louise Parker

Claire Danes was a guest on Howard Stern’s radio show on Monday, and the topic of an old love interest came up. Stern asked the Homeland star about her relationship several years back with Billy Crudup.

Crudup and actress Mary-Louise Parker had been together for about eight years and she was pregnant–about seven months along–back in 2003, with their first child. Claire Danes and Billy Crudup met on the set of the film Stage Beauty, and Crudup left Parker for her shortly thereafter.

Claire Danes reflects on her real-life love triangle with Billy Crudup and Mary-Louise Parker http://t.co/Xs0eU4Swpf

— VANITY FAIR (@VanityFair) October 5, 2015

“I was just in love with him,” Claire Danes recalled. “And needed to explore that and I was 24…I didn’t quite know what those consequences would be.”

Danes acknowledged how difficult the public backlash over her part in the split was.

“That was a scary thing,” she said. “That was really hard. I didn’t know how to not do that.”

Claire Danes’ role in the break-up of Billy Crudup and Mary-Louise Parker will likely be covered in Parker’s upcoming book, Dear Mr. You, which is due out on November 1st.

Now on the @HowardStern Show: Claire Danes! @SHO_Homeland #Homeland #Howard (Pic by @mistermorris55) pic.twitter.com/e3dQBIBn0h

— Stern Show (@sternshow) October 5, 2015

Finally at peace with the entire ordeal, Claire Danes says she and Crudup are friends. The romance only lasted for about three years.

“We’re friendly–we’re friends,” she says of her ex.

Claire Danes married former Hannibal star Hugh Dancy in 2009. The couple has a three-year-old son named Cyrus.

Did you know Claire Danes was once involved in this sordid breakup? How awful for Mary-Louise Parker to have been ditched for another woman while she was seven months pregnant.

October 5, 2015
Dunkin’ Donuts Employee Makes Headlines After Refusing To Serve West Hartford Police Officer, Franchise Issues Apology

Instead of reacting negatively after a Dunkin’ Donuts employee jokingly refused to serve one of their own, the West Hartford local police offered positive comments to the store through social media.

Last Saturday, at the Dunkin’ Donuts at 1234 Farmington Ave., a police officer was waiting in line when an employee loudly said in front of a long queue of customers, “He didn’t get the message, we don’t serve cops here.”

“We don’t serve cops,” Dunkin Donuts employee told police officer http://t.co/RxHps5jlkd pic.twitter.com/6dIW8Wd8bI

— NBC Los Angeles (@NBCLA) October 4, 2015

The police officer left the store after the remark, but was followed by the franchise manager and the employee with the intention of apologizing. The officer was also offered a free cup of coffee, which he refused. Instead, the officer told the employee to apologize to the customers who were offended by his comment. The store manager reached out to the Dunkin’ Donuts regional and corporate offices, and apologized on behalf of his employee. The manager is set to meet with the local police this Monday. Dunkin’ Donuts received a lot of negative comments from the community after what happened, but the West Hartford local police did otherwise.

Despite the actions of 1, we know our friends @DunkinDonuts support us. @NBCConnecticut @WTNH @FoxCT @WFSBnews pic.twitter.com/JMECvwR61d — CT State Police (@CT_STATE_POLICE) October 4, 2015

“Despite the actions of 1, we know our friends @DunkinDonuts support us,” the state police account tweeted after the said incident.

Chief Tracey Gove also said, “I’m proud of the way our officer handled the situation and grateful to Dunkin’ Donuts for their prompt response. Police officers face insults on a regular basis and we all strive to face them with professionalism.”

Meanwhile, there were no reported actions yet against the employee, but Michelle King, Dunkin’ Donuts’ senior director of global public relations, issued a statement on Sunday.

“The crew member exhibited poor judgment and apologized immediately to the police officer. The franchise owner, a long-time supporter of local police, has also reached out to apologize on behalf of the restaurant. Dunkin’ Donuts and our franchisees share a commitment to the well-being and fair treatment of all guests.”

October 5, 2015

Groupon, Inc.
Summary Consolidated and Segment Results
(in thousands, except share and per share amounts)
(unaudited)

The financial results of Ticket Monster, including the gain on disposition and related tax effects, are presented as discontinued operations in the accompanying condensed consolidated financial statements and tables for the three months and year endedDecember 31, 2015. Additionally, the assets and liabilities of Ticket Monster are presented as held for sale in the accompanying condensed consolidated balance sheet as of December 31, 2014. All prior period financial information and operational metrics have been retrospectively adjusted to reflect this presentation.


	Three Months Ended															Year Ended
	December 31,															December 31,
													Y/Y % Growth															Y/Y % Growth
										FX Effect			excluding												FX Effect			excluding
		2015			2014		Y/Y % Growth			⁽²⁾			FX ⁽²⁾				2015			2014		Y/Y % Growth			⁽²⁾			FX ⁽²⁾
Gross Billings⁽¹⁾:
North America	$	1,050,361		$	948,579		10.7		%	$	(1,511	)	10.9		%	$	3,709,797		$	3,303,479		12.3		%	$	(5,415	)	12.5		%
EMEA		487,147			560,541		(13.1	)			(61,482	)	(2.1	)			1,794,354			2,046,807		(12.3	)			(317,640	)	3.2
Rest of World		169,484			215,549		(21.4	)			(31,574	)	(6.7	)			751,389			887,546		(15.3	)			(132,679	)	(0.4	)
Consolidated gross billings	$	1,706,992		$	1,724,669		(1.0	)	%	$	(94,567	)	4.5		%	$	6,255,540		$	6,237,832		0.3		%	$	(455,734	)	7.6		%

Revenue:
North America	$	622,647		$	550,974		13.0		%	$	(408	)	13.1		%	$	2,047,742		$	1,824,461		12.2		%	$	(1,351	)	12.3		%
EMEA		248,326			272,475		(8.9	)			(33,198	)	3.3				867,880			961,130		(9.7	)			(157,892	)	6.7
Rest of World		46,197			59,779		(22.7	)			(8,785	)	(8.0	)			203,894			256,532		(20.5	)			(36,932	)	(6.1	)
Consolidated revenue	$	917,170		$	883,228		3.8		%	$	(42,391	)	8.6		%	$	3,119,516		$	3,042,123		2.5		%	$	(196,175	)	9.0		%

Income (loss) from operations	$	(5,423	)	$	33,640		(116.1	)	%	$	(2,742	)	(108.0	)	%	$	(79,777	)	$	30,701		(359.9	)	%	$	(2,064	)	(353.1	)	%

Income (loss) from continuing operations		(32,552	)		26,566												(89,171	)		(18,473	)

Income (loss) from discontinued operations, net of tax ⁽³⁾		(10,613	)		(15,182	)											122,850			(45,446	)

Net income (loss) attributable toGroupon, Inc.	$	(46,528	)	$	8,788											$	20,668		$	(73,090	)

Basic net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04											$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)											0.19			(0.07	)
Basic net income (loss) per share	$	(0.08	)	$	0.01											$	0.03		$	(0.11	)

Diluted net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04											$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)											0.19			(0.07	)
Diluted net income (loss) per share	$	(0.08	)	$	0.01											$	0.03		$	(0.11	)

Weighted average number of shares outstanding
Basic		607,517,010			671,885,967												650,106,225			674,832,393
Diluted		607,517,010			681,543,847												650,106,225			674,832,393

⁽¹⁾		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

⁽²⁾		Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2014.

⁽³⁾		The $10.6 million loss presented within income (loss) from discontinued operations, net of tax, for the three months endedDecember 31, 2015 represents additional income tax expense attributed to discontinued operations, which resulted from the valuation allowance that was recognized during the period against the Company’s net deferred tax assets in the United States.


Groupon, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
Operating activities
Net income (loss)	$	(43,165	)	$	11,384		$	33,679		$	(63,919	)
Less: Income (loss) from discontinued operations, net of tax		(10,613	)		(15,182	)		122,850			(45,446	)
Income (loss) from continuing operations		(32,552	)		26,566			(89,171	)		(18,473	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of property, equipment and software		28,807			25,414			113,048			94,145
Amortization of acquired intangible assets		4,956			4,708			19,922			20,896
Stock-based compensation		32,865			29,961			142,069			115,290
Restructuring-related long-lived asset impairments		6,922			—			7,267			—
Gain on disposition of business		—			—			(13,710	)		—
Deferred income taxes		6,267			(9,168	)		(8,985	)		(11,124	)
Excess tax benefits on stock-based compensation		(1,431	)		(3,407	)		(7,629	)		(15,980	)
Loss on equity method investments		—			—			—			459
Gain (loss) from changes in fair value of contingent consideration		508			(1,385	)		240			(2,444	)
Loss from changes in fair value of investments		829			—			2,943			—
Impairments of investments		—			—			—			2,036
Change in assets and liabilities, net of acquisitions:
Restricted cash		75			(491	)		4,630			7,195
Accounts receivable		6,960			10,280			13,313			(16,277	)
Prepaid expenses and other current assets		61,358			36,816			21,545			13,933
Accounts payable		9,545			(1,073	)		8,601			(14,046	)
Accrued merchant and supplier payables		142,069			155,991			40,217			54,921
Accrued expenses and other current liabilities		(1,174	)		11,117			56,040			(9,986	)
Other, net		(16,980	)		(12,057	)		(18,222	)		31,952
Net cash provided by (used in) operating activities from continuing operations		249,024			273,272			292,118			252,497
Net cash provided by (used in) operating activities from discontinued operations		(670	)		13,550			(37,248	)		36,327
Net cash provided by (used in) operating activities		248,354			286,822			254,870			288,824

Net cash provided by (used in) investing activities from continuing operations		(31,238	)		(35,175	)		(177,250	)		(152,818	)
Net cash provided by (used in) investing activities from discontinued operations		—			(714	)		244,470			(76,638	)
Net cash provided by (used in) investing activities		(31,238	)		(35,889	)		67,220			(229,456	)

Net cash provided by (used in) financing activities		(322,166	)		(21,088	)		(508,156	)		(194,156	)

Effect of exchange rate changes on cash and cash equivalents, including cash classified within current assets held for sale		(5,147	)		(13,100	)		(32,485	)		(33,771	)
Net increase (decrease) in cash and cash equivalents, including cash classified within current assets held for sale		(110,197	)		216,745			(218,551	)		(168,559	)
Less: Net increase (decrease) in cash classified within current assets held for sale		—			11,955			(55,279	)		55,279
Net increase (decrease) in cash and cash equivalents		(110,197	)		204,790			(163,272	)		(223,838	)
Cash and cash equivalents, beginning of period		963,559			811,844			1,016,634			1,240,472
Cash and cash equivalents, end of period	$	853,362		$	1,016,634		$	853,362		$	1,016,634


Groupon, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)

	Three Months EndedDecember 31,						Year Ended December 31,
	2015			2014			2015			2014
Revenue:
Third party and other	$	345,260		$	367,902		$	1,372,533		$	1,501,011
Direct		571,910			515,326			1,746,983			1,541,112
Total revenue		917,170			883,228			3,119,516			3,042,123
Cost of revenue:
Third party and other		43,640			49,725			188,932			203,058
Direct		501,790			455,394			1,545,519			1,373,756
Total cost of revenue		545,430			505,119			1,734,451			1,576,814
Gross profit		371,740			378,109			1,385,065			1,465,309
Operating expenses:
Marketing		83,208			59,812			254,335			241,954
Selling, general and administrative		287,976			285,466			1,192,792			1,191,385
Restructuring charges		5,422			—			29,568			—
Gain on disposition of business		—			—			(13,710	)		—
Acquisition-related expense (benefit), net		557			(809	)		1,857			1,269
Total operating expenses		377,163			344,469			1,464,842			1,434,608
Income (loss) from operations		(5,423	)		33,640			(79,777	)		30,701
Other income (expense), net ⁽¹⁾		(3,393	)		(11,531	)		(28,539	)		(33,450	)
Income (loss) from continuing operations before provision (benefit) for income taxes		(8,816	)		22,109			(108,316	)		(2,749	)
Provision (benefit) for income taxes		23,736			(4,457	)		(19,145	)		15,724
Income (loss) from continuing operations		(32,552	)		26,566			(89,171	)		(18,473	)
Income (loss) from discontinued operations, net of tax		(10,613	)		(15,182	)		122,850			(45,446	)
Net income (loss)		(43,165	)		11,384			33,679			(63,919	)
Net income (loss) attributable to noncontrolling interests		(3,363	)		(2,596	)		(13,011	)		(9,171	)
Net income (loss) attributable to Groupon, Inc.	$	(46,528	)	$	8,788		$	20,668		$	(73,090	)

Basic net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04		$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)		0.19			(0.07	)
Basic net income (loss) per share	$	(0.08	)	$	0.01		$	0.03		$	(0.11	)

Diluted net income (loss) per share:
Continuing operations	$	(0.06	)	$	0.04		$	(0.16	)	$	(0.04	)
Discontinued operations		(0.02	)		(0.03	)		0.19			(0.07	)
Diluted net income (loss) per share	$	(0.08	)	$	0.01		$	0.03		$	(0.11	)

Weighted average number of shares outstanding
Basic		607,517,010			671,885,967			650,106,225			674,832,393
Diluted		607,517,010			681,543,847			650,106,225			674,832,393

Groupon, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)

	December 31,
	2015			2014
Assets
Current assets:
Cash and cash equivalents	$	853,362		$	1,016,634
Accounts receivable, net		68,175			90,597
Prepaid expenses and other current assets		153,705			192,382
Current assets held for sale		—			85,445
Total current assets		1,075,242			1,385,058
Property, equipment and software, net		198,897			176,004
Goodwill		287,332			236,756
Intangible assets, net		36,483			30,609
Investments (including $163.7 million and $7.4 million at December 31, 2015 and December 31, 2014, respectively, at fair value)		178,236			24,298
Deferred income taxes		3,454			57,594
Other non-current assets		16,620			16,173
Non-current assets held for sale		—			301,105
Total Assets	$	1,796,264		$	2,227,597
Liabilities and Equity
Current liabilities:
Accounts payable	$	24,590		$	13,822
Accrued merchant and supplier payables		776,211			772,156
Accrued expenses and other current liabilities		402,724			341,381
Current liabilities held for sale		—			166,239
Total current liabilities		1,203,525			1,293,598
Deferred income taxes		8,612			32,771
Other non-current liabilities		113,540			129,531
Non-current liabilities held for sale		—			6,753
Total Liabilities		1,325,677			1,462,653
Commitments and contingencies (see Note 10)
Stockholders’ Equity
Class A common stock, par value $0.0001 per share, 2,000,000,000 shares authorized, 717,387,446 shares issued and 588,919,281 shares outstanding at December 31, 2015 and 699,008,084 shares issued and 671,768,980 shares outstanding at December 31, 2014		72			70
Class B common stock, par value $0.0001 per share, 10,000,000 shares authorized, 2,399,976 shares issued and outstanding at December 31, 2015 and December 31, 2014		—			—
Common stock, par value $0.0001 per share, 2,010,000,000 shares authorized, no shares issued and outstanding at December 31, 2015 and December 31, 2014		—			—
Additional paid-in capital		1,964,453			1,847,420
Treasury stock, at cost, 128,468,165 shares at December 31, 2015 and 27,239,104 shares atDecember 31, 2014		(645,041	)		(198,467	)
Accumulated deficit		(901,292	)		(921,960	)
Accumulated other comprehensive income (loss)		51,206			35,763
Total Groupon, Inc. Stockholders’ Equity		469,398			762,826
Noncontrolling interests		1,189			2,118
Total Equity		470,587			764,944
Total Liabilities and Equity	$	1,796,264		$	2,227,597


Groupon, Inc.
Segment Information
(in thousands)
(unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2015			2014			2015			2014
North America
Gross billings ⁽¹⁾	$	1,050,361		$	948,579		$	3,709,797		$	3,303,479
Revenue		622,647			550,974			2,047,742			1,824,461
Segment cost of revenue and operating expenses ^(2)(3)(4)		625,171			520,140			2,029,643			1,755,113
Segment operating income (loss) ⁽²⁾	$	(2,524	)	$	30,834		$	18,099		$	69,348
Segment operating income (loss) as a percent of segment gross billings		(0.2	)%		3.3	%		0.5	%		2.1	%
Segment operating income (loss) as a percent of segment revenue		(0.4	)%		5.6	%		0.9	%		3.8	%

EMEA
Gross billings ⁽¹⁾	$	487,147		$	560,541		$	1,794,354		$	2,046,807
Revenue		248,326			272,475			867,880			961,130
Segment cost of revenue and operating expenses ^(2)(4)(5)		211,443			237,468			797,786			857,062
Segment operating income ⁽²⁾	$	36,883		$	35,007		$	70,094		$	104,068
Segment operating income as a percent of segment gross billings		7.6	%		6.2	%		3.9	%		5.1	%
Segment operating income as a percent of segment revenue		14.9	%		12.8	%		8.1	%		10.8	%

Rest of World
Gross billings ⁽¹⁾	$	169,484		$	215,549		$	751,389		$	887,546
Revenue		46,197			59,779			203,894			256,532
Segment cost of revenue and operating expenses ⁽²⁾⁽⁴⁾		52,731			62,828			228,273			282,688
Segment operating loss ⁽²⁾	$	(6,534	)	$	(3,049	)	$	(24,379	)	$	(26,156	)
Segment operating loss as a percent of segment gross billings		(3.9	)%		(1.4	)%		(3.2	)%		(2.9	)%
Segment operating loss as a percent of segment revenue		(14.1	)%		(5.1	)%		(12.0	)%		(10.2	)%

Groupon, Inc.
Non-GAAP Reconciliation Schedules
(in thousands, except share and per share amounts)
(unaudited)

Adjusted EBITDA, non-GAAP earnings attributable to common stockholders and non-GAAP earnings per share are non-GAAP financial measures. The Company reconciles Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the periods presented and the Company reconciles non-GAAP earnings per share to the most comparable U.S. GAAP financial measure, “Diluted net income (loss) per share,” for the periods presented.

The following is a quarterly reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Income (loss) from continuing operations.”


	Q4 2014	Q1 2015	Q2 2015	Q3 2015	Q4 2015
Income (loss) from continuing operations	$ 26,566	$ (16,739)	$ (15,267)	$ (24,613)	$ (32,552)
Adjustments:
Stock-based compensation ⁽¹⁾	29,961	35,144	38,467	35,432	32,691
Depreciation and amortization	30,122	32,200	31,372	35,635	33,763
Acquisition-related expense (benefit), net	(809)	(269)	505	1,064	557
Restructuring charges	—	—	—	24,146	5,422
Gain on disposition of business	—	—	—	(13,710)	—
Prepaid marketing write-off	—	—	—	6,690	—
Securities litigation expense	—	—	—	37,500	—
Non-operating expense (income), net	11,531	19,927	(2,941)	8,160	3,393
Provision (benefit) for income taxes	(4,457)	2,107	8,982	(53,970)	23,736
Total adjustments	66,348	89,109	76,385	80,947	99,562
Adjusted EBITDA	$ 92,914	$ 72,370	$ 61,118	$ 56,334	$ 67,010

⁽¹⁾		Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.02 million, $0.1 million and $0.2 million of additional stock-based compensation for the three months ended June 30, 2015, three months ended September 30, 2015and three months ended December 31, 2015, respectively.

		The following is a reconciliation of Adjusted EBITDA to the most comparable U.S. GAAP financial measure, “Net income (loss) from continuing operations” for the years ended December 31, 2015 and 2014:

⁽¹⁾		Includes stock-based compensation recorded within cost of revenue, marketing expense, and selling, general and administrative expense. Non-operating expense (income), net, includes $0.3 million of additional stock-based compensation for the year ended December 31, 2015.

		The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three months and year ended December 31, 2015:

	Three Months Ended			Year Ended
	December 31, 2015			December 31, 2015
Net income (loss) attributable to common stockholders	$	(46,528	)	$	20,668
Stock-based compensation		32,865			142,069
Amortization of acquired intangible assets		4,956			19,922
Acquisition-related expense (benefit), net		557			1,857
Restructuring charges		5,422			29,568
Gain on disposition of business		—			(13,710	)
Prepaid marketing write-off		—			6,690
Securities litigation expense		—			37,500
Intercompany foreign currency losses (gains) and reclassifications of translation adjustments to earnings⁽¹⁾		(400	)		20,266
Loss from changes in fair value of investments		829			2,943
Income tax effect of above adjustments		14,979			(53,953	)
Loss (income) from discontinued operations, net of tax		10,613			(122,850	)
Non-GAAP net income (loss) attributable to common stockholders	$	23,293		$	90,970

Diluted shares		607,517,010			650,106,225
Incremental diluted shares		6,367,291			6,854,909
Adjusted diluted shares		613,884,301			656,961,134

Diluted net income (loss) per share ⁽²⁾	$	(0.08	)	$	0.03
Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), items that are unusual in nature and infrequently occurring, income (loss) from discontinued operations and related tax effects		0.12			0.11
Non-GAAP net income (loss) per share	$	0.04		$	0.14

⁽¹⁾		For the three months and year ended December 31, 2015, a $3.7 million net cumulative translation adjustment gain was reclassified to earnings as a result of the Company’s exit from certain countries as part of its restructuring plan. For the year ended December 31, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company’s legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.

⁽²⁾		The sum of per share amounts for quarterly periods may not equal year-to-date amounts due to rounding.

		Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, “Gross billings,” “Revenue” and “Income (loss) from continuing operations,” respectively, for the periods presented. The Company reconciles “foreign exchange rate neutral Gross billings growth” and “foreign exchange rate neutral Revenue growth” to year-over-year growth rates for the most comparable U.S. GAAP financial measures, “Gross billings growth” and “Revenue growth,” respectively, for the periods presented.

		The effect on the Company’s gross billings, revenue and income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended December 31, 2015 was as follows:

	Three Months Ended December 31, 2015									Three Months Ended December 31, 2015
	At Avg. Q4 2014			Exchange Rate			As			At Avg. Q3 2015			Exchange Rate			As
	Rates ⁽¹⁾			Effect ⁽²⁾			Reported			Rates ⁽³⁾			Effect ⁽²⁾			Reported
Gross billings	$	1,801,559		$	(94,567	)	$	1,706,992		$	1,721,580		$	(14,588	)	$	1,706,992
Revenue		959,561			(42,391	)		917,170			923,903			(6,733	)		917,170
Income (loss) from operations	$	(2,681	)	$	(2,742	)	$	(5,423	)	$	(4,620	)	$	(803	)	$	(5,423	)

	Year Ended December 31, 2015									Year Ended December 31, 2015
	At Avg. Q4									At Avg. Q4’14-
	2014 YTD			Exchange Rate			As			Q3’15			Exchange Rate			As
	Rates ⁽¹⁾			Effect ⁽²⁾			Reported			Rates ⁽³⁾			Effect ⁽²⁾			Reported
Gross billings	$	6,711,274		$	(455,734	)	$	6,255,540		$	6,346,012		$	(90,472	)	$	6,255,540
Revenue		3,315,691			(196,175	)		3,119,516			3,158,228			(38,712	)		3,119,516
Income (loss) from operations	$	(77,713	)	$	(2,064	)	$	(79,777	)	$	(78,679	)	$	(1,098	)	$	(79,777	)

⁽¹⁾		Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three months and year ended December 31, 2014.

⁽²⁾		Represents the increase or decrease in reported amounts resulting from changes in exchange rates from those in effect in the comparable prior periods.

⁽³⁾		Represents the financial statement balances that would have resulted had average exchange rates in the reporting periods been the same as those in effect during the three and twelve months ended September 30, 2015.

			Exchange
	At Avg. Q4		Rate			December 31, 2015		December 31, 2014		Y/Y %		Y/Y% Growth
	2014 Rates ⁽¹⁾		Effect ⁽²⁾			As Reported		As Reported		Growth		excluding FX
Local:
Third party and other	$	532,015	$	(861	)	$	531,154	$	499,250	6.4	%	6.6	%

Travel:
Third party		89,589		(200	)		89,389		80,296	11.3	%	11.6	%
Total services		621,604		(1,061	)		620,543		579,546	7.1	%	7.3	%

Goods:
Third party		13,401		(450	)		12,951		8,277	56.5	%	61.9	%
Direct		416,867		—			416,867		360,756	15.6		15.6
Total		430,268		(450	)		429,818		369,033	16.5	%	16.6

Total gross billings	$	1,051,872	$	(1,511	)	$	1,050,361	$	948,579	10.7	%	10.9	%

Groupon, Inc.
Supplemental Financial Information and Business Metrics ^{(9) (10)}
(financial data in thousands; active customers in millions)
(unaudited)

		Q4 2014				Q1 2015				Q2 2015				Q3 2015				Q4 2015
Segments
North America Segment:
Gross Billings ⁽¹⁾:
	Local ⁽²⁾Gross Billings	$	499,250			$	512,558			$	499,378			$	481,608			$	531,154
	Travel Gross Billings		80,296				96,678				102,908				101,801				89,389
	Gross Billings – Services		579,546				609,236				602,286				583,409				620,543
	Gross Billings – Goods		369,033				284,741				293,970				285,794				429,818
	Total Gross Billings	$	948,579			$	893,977			$	896,256			$	869,203			$	1,050,361
	Year-over-year growth		20		%		14		%		12		%		12		%		11		%
	% Third Party and Other		62		%		69		%		68		%		68		%		60		%
	% Direct		38		%		31		%		32		%		32		%		40		%
Gross Billings Trailing Twelve Months (TTM)		$	3,303,479			$	3,415,687			$	3,513,098			$	3,608,015			$	3,709,797

Revenue ⁽³⁾:
	Local Revenue	$	170,946			$	180,864			$	172,461			$	163,786			$	184,201
	Travel Revenue		17,165				19,989				21,958				21,394				18,390
	Revenue – Services		188,111				200,853				194,419				185,180				202,591
	Revenue – Goods		362,863				279,029				286,863				278,751				420,056
	Total Revenue	$	550,974			$	479,882			$	481,282			$	463,931			$	622,647
	Year-over-year growth		24		%		11		%		14		%		11		%		13		%
	% Third Party and Other		35		%		42		%		41		%		40		%		33		%
	% Direct		65		%		58		%		59		%		60		%		67		%
Revenue TTM		$	1,824,461			$	1,873,281			$	1,930,632			$	1,976,069			$	2,047,742

Gross Profit ⁽⁴⁾:
	Local Gross Profit	$	147,582			$	154,776			$	147,574			$	138,798			$	159,745
	% of North America Local Gross Billings		29.6		%		30.2		%		29.6		%		28.8		%		30.1		%
	Travel Gross Profit		14,187				15,791				18,385				17,644				15,207
	% of North America Travel Gross Billings		17.7		%		16.3		%		17.9		%		17.3		%		17.0		%
	Gross Profit – Services		161,769				170,567				165,959				156,442				174,952
	% of North America Services Gross Billings		27.9		%		28.0		%		27.6		%		26.8		%		28.2		%
	Gross Profit – Goods		34,404				23,923				30,598				34,801				44,329
	% of North America Goods Gross Billings		9.3		%		8.4		%		10.4		%		12.2		%		10.3		%
	Total Gross Profit	$	196,173			$	194,490			$	196,557			$	191,243			$	219,281
	Year-over-year growth		13		%		8		%		9		%		9		%		12		%
	% Third Party and Other		83		%		88		%		85		%		83		%		81		%
	% Direct		17		%		12		%		15		%		17		%		19		%
	% of North America Total Gross Billings		20.7		%		21.8		%		21.9		%		22.0		%		20.9		%

EMEA Segment:
Gross Billings:
	Local Gross Billings	$	242,119			$	217,598			$	198,553			$	182,540			$	197,445
	Travel Gross Billings		72,710				65,065				59,544				64,916				59,836
	Gross Billings – Services		314,829				282,663				258,097				247,456				257,281
	Gross Billings – Goods		245,712				176,526				175,439				167,026				229,866
	Total Gross Billings	$	560,541			$	459,189			$	433,536			$	414,482			$	487,147
	Year-over-year growth		(1	)	%		(11	)	%		(10	)	%		(15	)	%		(13	)	%
	Year-over-year growth, excluding FX ⁽⁵⁾		8		%		7		%		9		%		(1	)	%		(2	)	%
	% Third Party and Other		74		%		77		%		76		%		75		%		70		%
	% Direct		26		%		23		%		24		%		25		%		30		%
Gross Billings TTM		$	2,046,807			$	1,992,408			$	1,942,689			$	1,867,748			$	1,794,354

Revenue:
	Local Revenue	$	95,572			$	82,536			$	75,543			$	70,781			$	73,225
	Travel Revenue		16,321				14,717				13,100				13,561				11,681
	Revenue – Services		111,893				97,253				88,643				84,342				84,906
	Revenue – Goods		160,582				118,967				115,404				114,945				163,420
	Total Revenue	$	272,475			$	216,220			$	204,047			$	199,287			$	248,326
	Year-over-year growth		8		%		(6	)	%		(10	)	%		(13	)	%		9		%
	Year-over-year growth, excluding FX		18		%		13		%		9		%		2		%		3		%
	% Third Party and Other		46		%		51		%		48		%		48		%		41		%
	% Direct		54		%		49		%		52		%		52		%		59		%
Revenue TTM		$	961,130			$	946,457			$	922,814			$	892,029			$	867,880

Gross Profit:
	Local Gross Profit	$	90,150			$	77,356			$	70,270			$	66,288			$	68,966
	% of EMEA Local Gross Billings		37.2		%		35.5		%		35.4		%		36.3		%		34.9		%
	Travel Gross Profit		15,226				12,400				11,939				12,323				10,732
	% of EMEA Travel Gross Billings		20.9		%		19.1		%		20.1		%		19.0		%		17.9		%
	Gross Profit – Services		105,376				89,756				82,209				78,611				79,698
	% of EMEA Services Gross Billings		33.5		%		31.8		%		31.9		%		31.8		%		31.0		%
	Gross Profit – Goods		38,154				25,481				21,878				24,905				43,026
	% of EMEA Goods Gross Billings		15.5		%		14.4		%		12.5		%		14.9		%		18.7		%
	Total Gross Profit	$	143,530			$	115,237			$	104,087			$	103,516			$	122,724
	Year-over-year growth		(6	)	%		(18	)	%		(26	)	%		(21	)	%		(14	)	%
	% Third Party and Other		82		%		87		%		86		%		86		%		77		%
	% Direct		18		%		13		%		14		%		14		%		23		%
	% of EMEA Total Gross Billings		25.6		%		25.1		%		24.0		%		25.0		%		25.2		%

Rest of World Segment:
Gross Billings:
	Local Gross Billings	$	105,420			$	99,735			$	100,403			$	92,972			$	83,430
	Travel Gross Billings		32,313				32,946				31,263				30,709				25,369
	Gross Billings – Services		137,733				132,681				131,666				123,681				108,799
	Gross Billings – Goods		77,816				66,154				67,555				60,168				60,685
	Total Gross Billings	$	215,549			$	198,835			$	199,221			$	183,849			$	169,484
	Year-over-year growth		(10	)	%		(12	)	%		(9	)	%		(19	)	%		(21	)	%
	Year-over-year growth, excluding FX		—		%		(1	)	%		6		%		—		%		(7	)	%
	% Third Party and Other		96		%		98		%		97		%		96		%		95		%
	% Direct		4		%		2		%		3		%		4		%		5		%
Gross Billings TTM		$	887,546			$	861,032			$	840,243			$	797,454			$	751,389

Revenue:
	Local Revenue	$	32,264			$	30,281			$	28,499			$	26,372			$	22,229
	Travel Revenue		5,757				6,495				6,363				6,135				5,098
	Revenue – Services		38,021				36,776				34,862				32,507				27,327
	Revenue – Goods		21,758				17,478				18,204				17,870				18,870
	Total Revenue	$	59,779			$	54,254			$	53,066			$	50,377			$	46,197
	Year-over-year growth		(19	)	%		(18	)	%		(18	)	%		(23	)	%		(23	)	%
	Year-over-year growth, excluding FX		(9	)	%		(8	)	%		(4	)	%		(5	)	%		(8	)	%
	% Third Party and Other		86		%		91		%		87		%		86		%		82		%
	% Direct		14		%		9		%		13		%		14		%		18		%
Revenue TTM		$	256,532			$	244,326			$	232,802			$	217,476			$	203,894

Gross Profit:
	Local Gross Profit	$	27,175			$	26,161			$	24,567			$	22,568			$	18,889
	% of Rest of World Local Gross Billings		25.8		%		26.2		%		24.5		%		24.3		%		22.6		%
	Travel Gross Profit		3,815				4,906				5,012				4,859				4,040
	% of Rest of World Travel Gross Billings		11.8		%		14.9		%		16.0		%		15.8		%		15.9		%
	Gross Profit – Services		30,990				31,067				29,579				27,427				22,929
	% of Rest of World Services Gross Billings		22.5		%		23.4		%		22.5		%		22.2		%		21.1		%
	Gross Profit – Goods		7,416				6,612				6,784				6,726				6,806
	% of Rest of World Goods Gross Billings		9.5		%		10.0		%		10.0		%		11.2		%		11.2		%
	Total Gross Profit	$	38,406			$	37,679			$	36,363			$	34,153			$	29,735
	Year-over-year growth		(24	)	%		(16	)	%		(20	)	%		(28	)	%		(23	)	%
	% Third Party and Other		96		%		99		%		99		%		99		%		99		%
	% Direct		4		%		1		%		1		%		1		%		1		%
	% of Rest of World Total Gross Billings		17.8		%		18.9		%		18.3		%		18.6		%		17.5		%

Consolidated Results of Operations:
Gross Billings:
	Local Gross Billings	$	846,789			$	829,891			$	798,334			$	757,120			$	812,029
	Travel Gross Billings		185,319				194,689				193,715				197,426				174,594
	Gross Billings – Services		1,032,108				1,024,580				992,049				954,546				986,623
	Gross Billings – Goods		692,561				527,421				536,964				512,988				720,369
	Total Gross Billings	$	1,724,669			$	1,552,001			$	1,529,013			$	1,467,534			$	1,706,992
	Year-over-year growth		8		%		2		%		2		%		(2	)	%		(1	)	%
	Year-over-year growth, excluding FX		13		%		10		%		10		%		6		%		4		%
	% Third Party and Other		70		%		75		%		74		%		74		%		66		%
	% Direct		30		%		25		%		26		%		26		%		34		%
Gross Billings TTM		$	6,237,832			$	6,269,127			$	6,296,030			$	6,273,217			$	6,255,540
	Year-over-year growth		8		%		7		%		6		%		3		%		—		%

Revenue:
	Local Revenue	$	298,782			$	293,681			$	276,503			$	260,939			$	279,655
	Travel Revenue		39,243				41,201				41,421				41,090				35,169
	Revenue – Services		338,025				334,882				317,924				302,029				314,824
	Revenue – Goods		545,203				415,474				420,471				411,566				602,346
Total Revenue		$	883,228			$	750,356			$	738,395			$	713,595			$	917,170
	Year-over-year growth		15		%		3		%		3		%		—		%		4		%
	Year-over-year growth, excluding FX		19		%		10		%		11		%		7		%		9		%
	% Third Party and Other		42		%		48		%		46		%		46		%		38		%
	% Direct		58		%		52		%		54		%		54		%		62		%
Revenue TTM		$	3,042,123			$	3,064,064			$	3,086,248			$	3,085,574			$	3,119,516
	Year-over-year growth		18		%		13		%		10		%		5		%		3		%

Gross Profit:
	Local Gross Profit	$	264,907			$	258,293			$	242,411			$	227,654			$	247,600
	% of Consolidated Local Gross Billings		31.3		%		31.1		%		30.4		%		30.1		%		30.5		%
	Travel Gross Profit		33,228				33,097				35,336				34,826				29,979
	% of Consolidated Travel Gross Billings		17.9		%		17.0		%		18.2		%		17.6		%		17.2		%
	Gross Profit – Services		298,135				291,390				277,747				262,480				277,579
	% of Consolidated Services Gross Billings		28.9		%		28.4		%		28.0		%		27.5		%		28.1		%
	Gross Profit – Goods		79,974				56,016				59,260				66,432				94,161
	% of Consolidated Goods Gross Billings		11.5		%		10.6		%		11.0		%		13.0		%		13.1		%
	Total Gross Profit	$	378,109			$	347,406			$	337,007			$	328,912			$	371,740
	Year-over-year growth		—		%		(5	)	%		(8	)	%		(7	)	%		(2	)	%
	% Third Party and Other		84		%		89		%		87		%		85		%		81		%
	% Direct		16		%		11		%		13		%		15		%		19		%
	% of Total Consolidated Gross Billings		21.9		%		22.4		%		22.0		%		22.4		%		21.8		%

Marketing		$	59,812			$	52,533			$	57,007			$	61,587			$	83,208
Selling, general and administrative		$	285,466			$	289,847			$	288,721			$	326,248			$	287,976
Adjusted EBITDA		$	92,914			$	72,370			$	61,118			$	56,334			$	67,010
	% of Total Consolidated Gross Billings		5.4		%		4.7		%		4.0		%		3.8		%		3.9		%
	% of Total Consolidated Revenue		10.5		%		9.6		%		8.3		%		7.9		%		7.3		%

Global headcount as of December 31, 2015 and 2014 was as follows:

		Q4 2014	Q4 2015
	Sales ⁽⁸⁾	4,493	3,992
	% North America	31 %	34 %
	% EMEA	42 %	41 %
	% Rest of World	27 %	25 %
	Other	6,256	5,880
	Total Headcount	10,749	9,872

(1)		Includes stock-based compensation classified within cost of revenue, marketing expense, and selling, general and administrative expense. Other expense (income), net, includes $0.02 million and $0.1 million of additional stock-based compensation for the three months endedJune 30, 2015 and the three months ended September 30, 2015, respectively.

		The following is a reconciliation of net income (loss) attributable to common stockholders to non-GAAP net income (loss) attributable to common stockholders and a reconciliation of diluted net income (loss) per share to non-GAAP net income (loss) per share for the three and nine months ended September 30, 2015:

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	Three Months Ended September 30, 2015			Nine Months Ended September 30, 2015
Net income (loss) attributable to common stockholders	$	(27,615	)	$	67,196
Stock-based compensation		35,575			109,204
Amortization of acquired intangible assets		5,160			14,966
Acquisition-related expense (benefit), net		1,064			1,300
Restructuring charges		24,146			24,146
Gain on disposition of business		(13,710	)		(13,710	)
Prepaid marketing write-off		6,690			6,690
Securities litigation expense		37,500			37,500
Intercompany foreign losses (gains) and reclassfication of translation adjustment to earnings ⁽¹⁾		4,708			20,666
Loss from changes in fair value of investments		2,564			2,114
Income tax effect of above adjustments		(43,541	)		(68,932	)
Income from discontinued operations, net of tax		—			(133,463	)
Non-GAAP net income (loss) attributable to common stockholders	$	32,541		$	67,677

Diluted shares		644,894,785			644,302,630
Incremental diluted shares		5,385,857			7,017,448
Adjusted diluted shares		650,280,642			651,320,078

Diluted net income (loss) per share	$	(0.04	)	$	0.10
Impact of stock-based compensation, amortization of acquired intangible assets, acquisition-related expense (benefit), net, intercompany foreign currency losses (gains), items that are unusual in nature and infrequently occurring, income (loss) from discontinued operations and related tax effects		0.09			—
Non-GAAP net income (loss) per share	$	0.05		$	0.10

(1)	For the nine months ended September 30, 2015, a $4.4 million loss related to the cumulative translation adjustment from the Company’s legacy business in the Republic of Korea was reclassified to earnings as a result of the Ticket Monster disposition.

	Foreign exchange rate neutral operating results are non-GAAP financial measures. The Company reconciles foreign exchange rate neutral operating results to the most comparable U.S. GAAP financial measures, “Gross billings,” “Revenue” and “Income (loss) from continuing operations,” respectively, for the periods presented. The Company reconciles “foreign exchange rate neutral Gross billings growth” and “foreign exchange rate neutral Revenue growth” to year-over-year growth rates for the most comparable U.S. GAAP financial measures, “Gross billings growth” and “Revenue growth,” respectively, for the periods presented.

The effect on the Company’s gross billings, revenue and income (loss) from changes in exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:

	Three Months Ended September 30, 2015									Three Months Ended September 30, 2015
	At Avg. Q3 2014 Rates⁽¹⁾			Exchange Rate Effect⁽²⁾			As Reported			At Avg. Q2 2015 Rates⁽³⁾			Exchange Rate Effect⁽²⁾			As Reported
Gross billings	$	1,584,655		$	(117,121	)	$	1,467,534		$	1,478,528		$	(10,994	)	$	1,467,534
Revenue		761,867			(48,272	)		713,595			716,702			(3,107	)		713,595
Income (loss) from operations	$	(71,056	)	$	633		$	(70,423	)	$	(71,189	)	$	766		$	(70,423	)

The effect on the Company’s gross billings, revenue and income (loss) from operations from changes in exchange rates versus the U.S. Dollar for the nine months ended September 30, 2015 was as follows:

	Nine Months Ended September 30, 2015									Nine Months Ended September 30, 2015
	At Avg. Q3 2014 YTD Rates⁽¹⁾			Exchange Rate Effect⁽²⁾			As Reported			At Avg. Q4’14-Q2’15 Rates⁽³⁾			Exchange Rate Effect⁽²⁾			As Reported
Gross billings	$	4,909,715		$	(361,167	)	$	4,548,548		$	4,624,647		$	(76,099	)	$	4,548,548
Revenue		2,356,130			(153,784	)		2,202,346			2,234,382			(32,036	)		2,202,346
(Loss) income from operations	$	(75,033	)	$	679		$	(74,354	)	$	(74,074	)	$	(280	)	$	(74,354	)

The following is a quarterly reconciliation of foreign exchange rate neutral Gross billings growth from the comparable quarterly periods of the prior year to reported Gross billings growth from the comparable quarterly periods of the prior year.

	Q3 2014			Q4 2014			Q1 2015			Q2 2015			Q3 2015
EMEA Gross billings growth, excluding FX	10		%	8		%	7		%	9		%	(1	)	%
FX Effect	—			(9	)		(18	)		(19	)		(14	)
EMEA Gross billings growth	10		%	(1	)	%	(11	)	%	(10	)	%	(15	)	%

Rest of World Gross billings growth, excluding FX	1		%	—		%	(1	)	%	6		%	—		%
FX Effect	(4	)		(10	)		(11	)		(15	)		(19	)
Rest of World Gross billings growth	(3	)	%	(10	)	%	(12	)	%	(9	)	%	(19	)	%

Consolidated Gross billings growth, excluding FX	12		%	13		%	10		%	10		%	6		%
FX Effect	(1	)		(5	)		(8	)		(8	)		(8	)
Consolidated Gross billings growth	11		%	8		%	2		%	2		%	(2	)	%

The following is a quarterly reconciliation of foreign exchange rate neutral Revenue growth from the comparable quarterly periods of the prior year to reported Revenue growth from the comparable quarterly periods of the prior year.

	Q3 2014			Q4 2014			Q1 2015			Q2 2015			Q3 2015
EMEA Revenue growth, excluding FX	55		%	18		%	13		%	9		%	2		%
FX Effect	1			(10	)		(19	)		(19	)		(15	)
EMEA Revenue growth	56		%	8		%	(6	)	%	(10	)	%	(13	)	%

Rest of World Revenue growth, excluding FX	(20	)	%	(9	)	%	(8	)	%	(4	)	%	(5	)	%
FX Effect	(4	)		(10	)		(10	)		(14	)		(18	)
Rest of World Revenue growth	(24	)	%	(19	)	%	(18	)	%	(18	)	%	(23	)	%

Consolidated Revenue growth, excluding FX	21		%	19		%	10		%	11		%	7		%
FX Effect	(1	)		(4	)		(7	)		(8	)		(7	)
Consolidated Revenue growth	20		%	15		%	3		%	3		%	—		%

The effect on North America’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:

	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect ⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect ⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	482,498	$	(890	)	$	481,608	$	446,573	7.8		%	8.0		%

Travel:
Third party		102,065		(264	)		101,801		84,820	20.0		%	20.3		%
Total services		584,563		(1,154	)		583,409		531,393	9.8		%	10.0		%

Goods:
Third party		9,181		(495	)		8,686		5,077	71.1		%	80.8		%
Direct		277,108		—			277,108		237,816	16.5			16.5
Total		286,289		(495	)		285,794		242,893	17.7		%	17.9

Travel:
Third party		102,065		(264	)		101,801		84,820	20.0		%	20.3		%

Total gross billings	$	870,852	$	(1,649	)	$	869,203	$	774,286	12.3		%	12.5		%

The effect on EMEA’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months endedSeptember 30, 2015 was as follows:

	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect ⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect ⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	211,548	$	(29,008	)	$	182,540	$	218,615	(16.5	)	%	(3.2	)	%

Travel:
Third party		77,825		(12,909	)		64,916		79,802	(18.7	)	%	(2.5	)	%
Total services		289,373		(41,917	)		247,456		298,417	(17.1	)	%	(3.0	)	%

Goods:
Third party		74,621		(10,703	)		63,918		82,646	(22.7	)	%	(9.7	)	%
Direct		122,833		(19,725	)		103,108		108,360	(4.8	)		13.4
Total		197,454		(30,428	)		167,026		191,006	(12.6	)	%	3.4		%

Travel:
Third party		77,825		(12,909	)		64,916		79,802	(18.7	)	%	(2.5	)	%

Total gross billings	$	486,827	$	(72,345	)	$	414,482	$	489,423	(15.3	)	%	(0.5	)	%

The effect on Rest of World’s gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months ended September 30, 2015 was as follows:

	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect ⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect ⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	115,909	$	(22,937	)	$	92,972	$	120,269	(22.7	)	%	(3.6	)	%

Travel:
Third party		38,890		(8,181	)		30,709		35,754	(14.1	)	%	8.8		%
Total services		154,799		(31,118	)		123,681		156,023	(20.7	)	%	(0.8	)	%

Goods:
Third party		63,749		(10,654	)		53,095		65,425	(18.8	)	%	(2.6	)	%
Direct		8,428		(1,355	)		7,073		5,190	36.3			62.4
Total		72,177		(12,009	)		60,168		70,615	(14.8	)	%	2.2		%

Travel:
Third party		38,890		(8,181	)		30,709		35,754	(14.1	)	%	8.8		%

Total gross billings	$	226,976	$	(43,127	)	$	183,849	$	226,638	(18.9	)	%	0.1		%

The effect on consolidated gross billings by category from changes in foreign exchange rates versus the U.S. Dollar for the three months endedSeptember 30, 2015 was as follows:

	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
	At Avg. Q3 2014 Rates ⁽¹⁾		Exchange Rate Effect⁽²⁾			September 30, 2015 As Reported		September 30, 2014 As Reported		Y/Y % Growth			Y/Y% Growth excluding FX
Local:
Third party and other	$	809,955	$	(52,835	)	$	757,120	$	785,457	(3.6	)	%	3.1		%

Travel:
Third party		218,780		(21,354	)		197,426		200,376	(1.5	)	%	9.2		%
Total services		1,028,735		(74,189	)		954,546		985,833	(3.2	)	%	4.4		%

Goods:
Third party		147,551		(21,852	)		125,699		153,148	(17.9	)	%	(3.7	)	%
Direct		408,369		(21,080	)		387,289		351,366	10.2			16.2
Total		555,920		(42,932	)		512,988		504,514	1.7		%	10.2		%


Total gross billings	$	1,584,655	$	(117,121	)	$	1,467,534	$	1,490,347	(1.5	)	%	6.3		%

(1)		Represents the total dollar value of customer purchases of goods and services, excluding applicable taxes and net of estimated refunds.

(2)		Local represents deals from local merchants, deals with national merchants, and deals through local events. Other revenue transactions include advertising, payment processing, point of sale and commission revenue.

(3)		Includes third party revenue, direct revenue and other revenue. Third party revenue is related to sales for which the Company acts as a marketing agent for the merchant. This revenue is recorded on a net basis. Direct revenue is primarily related to the sale of products for which the Company is the merchant of record. These revenues are accounted for on a gross basis, with the cost of inventory included in cost of revenue. Other revenue primarily consists of advertising revenue, payment processing revenue, point of sale revenue and commission revenue.

(4)		Represents third party revenue, direct revenue and other revenue reduced by cost of revenue.

(5)		Represents the change in financial measures that would have resulted had average exchange rates in the reporting periods been the same as those in effect in the prior year periods.

(6)		Reflects the total number of unique user accounts who have purchased a voucher or product from us during the trailing twelve months.

(7)		Reflects the total gross billings generated in the trailing twelve months per average active customer over that period.

(8)		Includes merchant sales representatives, as well as sales support from continuing operations.

(9)		Financial information and other metrics have been retrospectively adjusted to exclude Ticket Monster, which has been classified as discontinued operations.

(10)		The definition, methodology and appropriateness of each of our supplemental metrics is reviewed periodically. As a result, metrics are subject to removal and/or change.